Common use of Conditions of the Underwriters’ Obligations Clause in Contracts

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) The Registration Statement shall have become effective under the Act and, at the Closing Date, no stop order suspending the effectiveness of the Registration Statement or the qualifications of the Shares shall have been issued and no proceedings for that purpose shall have been instituted before or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission or any state securities or “Blue Sky” commissioner or authority. (b) At each Closing Date, (i) the representations and warranties of the Company contained in this Agreement shall be true and correct with the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus or the Prospectus, or any amendment or supplement thereto, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) there shall have been, since the respective dates as of which information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Date. If any of the conditions herein provided for in this Section shall not have been fulfilled as of the date indicated, all obligations of the several Underwriters under this Agreement may be cancelled by the Representatives by notifying the Company of such cancellation on or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwise.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; any request of the Company or the Representatives, shall be contemplated by the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing Date, The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement shall be true underwriting terms and correct with arrangements. (d) None of the same effect as if made on and as of such Closing Date and the Company Underwriters shall have performed all of reasonably determined, and advised the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in such Underwriter’s reasonable opinion, is material, or omit omits to state any a fact which, in such Underwriter’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On the Closing Date, there shall have beenbeen furnished to the Underwriters the opinion and negative assurance letter of Xxxxxxx Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of Xxxxxxxxxx Xxxxxxx PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), business, prospects or results the conclusions and findings of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, said firm with respect to the Company’ knowledge, threatened against financial information and other matters required by the Company or any of its Subsidiaries that would be required to be set forth in Underwriters. (h) On the Registration Statement, Closing Date and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at on each Option Closing Date, there shall have been furnished to the Underwriters a certificate of certificate, dated the principal Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the principal chief financial or accounting officer of the Company, dated in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of such the Closing Date and the Option Closing Date, evidencing compliance and the Company has complied with all the provisions of this Subsection 5(b)agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, and confirming as applicable; (ii) No stop order or other order (A) suspending the accuracy effectiveness of the representations Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by Securities for offering or sale, or (C) suspending or preventing the Company have been met as use of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration StatementTime of Sale Disclosure Package, any preliminary prospectus or the Prospectus or any amendment or supplement theretoIssuer Free Writing Prospectus, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated herebyhas been issued, and the Company shall have furnished no proceeding for that purpose has been instituted or, to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opiniontheir knowledge, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed is contemplated by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at Commission or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate any state or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Date. If any of the conditions herein provided for in this Section shall not have been fulfilled as of the date indicated, all obligations of the several Underwriters under this Agreement may be cancelled by the Representatives by notifying the Company of such cancellation on or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwise.regulatory body; and

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase the Underwritten Units are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Pricing Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Representative’s satisfaction. (b) At each Closing DateThe Common Stock, the Series A Warrants and the Units shall be qualified for listing on the NASDAQ Capital Market. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Pricing Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus or Section 5(d) Writing, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representative the opinion and negative assurance letters of Sichenzia Xxxx Xxxxxxxx Xxxxxxx, LLP, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (g) On the Closing Date, there shall have been furnished to the Representative the opinion letters of [Intellectual Property Counsel], dated the Closing Date and addressed to the Representative, in the form and substance reasonably satisfactory to the Representative. (h) The Representative shall have received a letter of Xxxxxx, LLP, a member of, on the date hereof and on the Closing Date addressed to the Representative, in a form acceptable to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2.01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Pricing Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm with respect to the financial information and other matters required by the Representative. (i) On the Closing Date, prospects or results there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Representative, signed by the chief executive officer and the chief financial officer of operations the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and its subsidiariescorrect in all respects, taken and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as a wholeif made at and as of the Closing Date, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in a form attached hereto as Exhibit B, between the Representative and each party named on Schedule III. (k) The Representative shall have received on or prior to each the Closing Date in connection with an executed copy of the Series A Warrant and Series B Warrant Agreement, by and between the Company and Interwest Transfer Company, Inc., as warrant agent. (l) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. (m) On each of the Closing Date of the sale of the Shares shall be reasonably satisfactory in form Underwritten Securities including the Series B Warrants and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the any Option Closing Date, you and such counsel there shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory been issued to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, Underwriters the Registration Statement, Underwriters’ Warrant including the offer and sale of the Shares hereunder, or proceedings at the Closing DateSeries B Warrants. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Shares and the Warrants are subject to the accuracy, as of the date hereof and at all times through the Closing Date (as if made on the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the satisfaction of the Representative. (b) At each Closing DateThe Conversion Shares, the Warrant Shares and the shares underlying the Representative Warrant Units shall be approved for listing on the Nasdaq, subject to official notice of issuance. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Representative, is material, or omit omits to state any a fact which, in the reasonable opinion of the Representative, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On the Closing Date, there shall have beenbeen furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letters of Bxxxxxxxxx Hxxxx Fxxxxx Sxxxxxx, LLP, counsel to the Company, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (f) On the Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of Ellenoff Gxxxxxxx & Schole LLP, counsel to the Underwriters, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (g) The Underwriters shall have received a letter of Hxxx & Associates LLP, on the date hereof and on the Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth given in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Final Prospectus, except changes as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date there shall have been furnished to the Underwriters a certificate, dated the Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (ji) All proceedings taken at On or prior to each Closing Date in connection with before the sale of date hereof, the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel Representative shall have received duly executed lock-up agreement, substantially in the form of Exhibit A hereto (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and every between the Representative Underwriters and each of the parties specified in Schedule IV. (j) The Company shall have furnished to the Underwriters and their counsel such additional documentdocuments, letter, opinion, certificate certificates and evidence as the Underwriters or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such their counsel may have reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase the Units are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing DateThe Units, the Shares and the Warrants shall be qualified for listing on the OTC BB. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriters shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Underwriters’ reasonable opinion, is material, or omit omits to state any a fact which, in the Underwriters’ reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iii) there shall have been, since the respective dates as of which information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you or after the date hereof (i) no downgrading shall have received occurred in the signed opinion, dated as rating accorded any of such date, of K&L Gates LLP, counsel to the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, in form reasonably satisfactory to counsel for the Underwritersand (ii) no such organization shall have publicly announced that it has under surveillance or review, together with signed or photostatic copies thereof for each possible negative implications, its rating of any of the other UnderwritersCompany’s securities. (f) At On the time of the signing of this Agreement Closing Date and on each Option Closing Date, you there shall have received a signed letterbeen furnished to the Underwriters the opinion and negative assurance letters of Xxxxxx Beach PLLC, dated, respectivelydated the Closing Date or the Option Closing Date, as of each such dateapplicable, from Xxxxxxxx & Company Certified Public Accountants PC, and addressed to the Underwriters (with executed copies for each of Underwriters, in form and substance reasonably satisfactory to the Underwriters) , to the effect set forth in the form heretofore approved by counsel for the UnderwritersSchedule IV. (g) As On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letters of the effective date of the Registration StatementXxxxxxx X. Xxxxxxxx, the Common Stock shall be listed on Company’s IP counsel, dated the NASDAQ Global MarketClosing Date or the Option Closing Date, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect as applicable, and addressed to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this AgreementUnderwriters, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counselthe Underwriters, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Date. If any of the conditions herein provided for in this Section shall not have been fulfilled as of the date indicated, all obligations of the several Underwriters under this Agreement may be cancelled by the Representatives by notifying the Company of such cancellation on or prior to the applicable Closing Date. The Representatives may effect set forth in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwise.Schedule V.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase the Underwritten Units are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Pricing Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Representative’s satisfaction. (b) At each Closing DateThe Common Stock, the Warrants and the Units shall be qualified for listing on the NASDAQ Capital Market. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Pricing Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus or Section 5(d) Writing, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representative the opinion and negative assurance letters of Haxxxx xnd Boxxx, LLP, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (g) On the Closing Date, there shall have been furnished to the Representative the opinion letters of [Israeli Counsel], dated the Closing Date and addressed to the Representative, in the form and substance reasonably satisfactory to the Representative. (h) On the Closing Date, there shall have been furnished to the Representative the opinion letters of [Intellectual Property Counsel], dated the Closing Date and addressed to the Representative, in the form and substance reasonably satisfactory to the Representative. (i) The Representative shall have received a letter of Koxx Xoxxx Xaxxxx & Kasierer, a member of Ernst & Young Global, on the date hereof and on the Closing Date addressed to the Representative, in a form acceptable to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2.01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Pricing Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm with respect to the financial information and other matters required by the Representative. (j) On the Closing Date, prospects or results there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Representative, signed by the chief executive officer and the chief financial officer of operations the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and its subsidiariescorrect in all respects, taken and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as a wholeif made at and as of the Closing Date, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (jk) All proceedings taken at On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in a form attached hereto as Exhibit B, between the Representative and each party named on Schedule III. (l) The Representative shall have received on or prior to each the Closing Date in connection with an executed copy of the Warrant Agreement, by and between the Company and VCorp. LLC, as warrant agent. (m) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. (n) On each of the Closing Date of the sale of the Shares shall be reasonably satisfactory in form Underwritten Securities and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the any Option Closing Date, you and such counsel there shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory been issued to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, Underwriters the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing DateUnderwriters’ Warrant. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of each Underwriter hereunder to purchase the Underwriters hereunder Securities are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing DateThe Firm Shares, Warrant Shares, Additional Shares and Conversion Shares shall be qualified for listing on the NYSE MKT. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iiie) Between the date hereof and the Closing Date (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the applicable Closing Date, there shall have beenbeen furnished to the Representative the opinion and negative assurance letters of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, corporate counsel for the Company, dated as of the applicable Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (g) On the applicable Closing Date, there shall have been furnished to the Representative an opinion and negative assurance letter from XxXxxxxxx Will & Xxxxx LLP, the Company’s intellectual property counsel, dated as of the applicable Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (h) On the Closing Date, there shall been furnished to the Representative a negative assurance letter from Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C., counsel to the Underwriters, dated as of the Closing Date and addressed to the Representative, in form and substance reasonable satisfactory to the Representative. (i) The Representative shall have received a letter of Xxxx Xxxxxx Xxxxx, Inc., on the date hereof and on the applicable Closing Date addressed to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm, prospects or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company and its subsidiaries, taken as a whole, from that set forth or incorporated by reference in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus, except changes and other matters required by the Representative. (j) On the applicable Closing Date, there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Representative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (jk) All proceedings taken at On or prior to before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule III, between the Representative and each Closing Date in connection with the sale of the Shares parties set forth on Schedule IV hereto. (l) The Representative shall be reasonably satisfactory in form and substance to you and counsel to have received copies of the several Underwriters, and at Warrants executed by the time of signing this Agreement and on Company. (m) On the Closing Date, you the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agreement. (n) The Common Stock shall be registered under the Exchange Act and shall be listed on the NYSE MKT, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the NYSE MKT, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (o) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. (p) On the Closing Date, the Firm Shares and the Preferred Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters. (q) On the Closing Date, the Underwriters shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale evidence of the Shares hereunder, or proceedings at filing and acceptance of the Closing DateCertificate of Designation from the Secretary of State of Delaware. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations obligation of the Underwriters Underwriter hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rules 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriter’s satisfaction. (b) At each Closing DateThe Shares shall be qualified and approved for listing on Nasdaq, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading (e) On or after the date hereof, (i) no downgrading shall have occurred in the representations and warranties rating, if any, accorded any of the Company Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriter, for its benefit, the opinion and negative assurance letters of Txxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Underwriter. (g) On the Closing Date and on each Option Closing Date, there shall been furnished to the Underwriter, for its benefit, a negative assurance letter from its counsel, Cxxxxxx & Mxxxxx LLP, dated as of the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (h) The Underwriter shall have received a letter from Wxxxxxxx & Company, on the date hereof, on the Closing Date and on each Option Closing Date, addressed to the Underwriter, confirming that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in this Agreement shall be true Exchange Act Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and correct with the same effect as if made on Prospectus, and as other matters required by the Underwriter. (i) Prior to each of such the Closing Date and the Company Option Closing Date, if any: (i) there shall have performed all been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the obligations Company from the latest dates as of which such condition is set forth in the Registration Statement, the Time of Sale Disclosure Package, and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing DateProspectus; (ii) no action, suit, or proceeding, at law or in equity, shall have been pending or threatened against the Company before or by any court or foreign, federal, or state commission, board, or other administrative agency wherein an unfavorable decision, ruling, or finding may have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Time of Sale Disclosure Package, and Prospectus; and (iii) the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither none of the Registration Statement, any preliminary prospectus the Time of Sale Disclosure Package, or the Prospectus, or any amendment or supplement thereto, thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Time of Sale Disclosure Package and Prospectus, in the light of the circumstances under which they were made), not misleading. (j) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriter, for its benefit, a certificate, dated as of the Closing Date, and as of each Option Closing Date, as applicable, and addressed to the Underwriter, signed by the chief executive officer and the principal financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date or the Option Closing Date, as applicable, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) there shall have been, since the respective dates as There has been no occurrence of which information is given, no material adverse change in the condition (financial any event resulting or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (jk) All proceedings On or before the date hereof, the Underwriter shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule III, between the Underwriter and each of the parties set forth on Schedule IV hereto. (l) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken at any action designed to terminate, or prior likely to each have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (m) The Company shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. (n) On the Closing Date in connection with the sale of and on each Option Closing Date, the Shares shall be reasonably satisfactory in form and substance to you and counsel have been delivered via the Depository Trust Company system to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale account of the Shares hereunder, or proceedings at the Closing DateUnderwriter. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Underwriter by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(x), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of each Underwriter hereunder to purchase the Underwriters hereunder Securities are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representatives for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing DateThe Shares, the Pre-Funded Warrant Shares and the Warrant Shares shall be qualified and approved for listing on Nasdaq. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representatives shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Representatives, is material, or omit omits to state any a fact which, in the reasonable opinion of the Representatives, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iiie) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representatives the opinion and negative assurance letter of Lxxxxxxxxx Xxxxxxx LLP, counsel for the Company, dated as of the Closing Date and addressed to the Representatives as representatives of the Underwriters, in form and substance reasonably satisfactory to the Representatives. (g) The Representatives shall have received a letter of KMPG LLP, on the date hereof and on the Closing Date, addressed to the Representatives as representatives of the Underwriters, in form and substance reasonably satisfactory to the Representatives, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm, prospects or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in the SEC Reports filed by the Company and its subsidiaries, taken as a whole, from that set forth or incorporated by reference in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus, except changes and other matters required by the Representatives. (h) On the Closing Date, there shall have been furnished to the Representatives a certificate, dated the Closing Date and addressed to the Representatives as representatives of the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each after the date of this Agreement and prior to the Closing Date. (i) On the Closing Date, there shall have been furnished to the Representatives a certificate certificate, dated the Closing Date and addressed to the Representatives as representatives of the principal executive officer and Underwriters, signed by the principal financial or accounting secretary of the Company, in such person’s capacity as an officer of the Company, dated as of such Closing Date, evidencing compliance with to the provisions of this Subsection 5(b), and confirming the accuracy effect that: (i) that each of the representations certificate of incorporation, as amended and the amended and restated bylaws of the Company set forth is true and complete, has not been modified and is in Section 1 hereof full force and confirming effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all conditions set forth herein to be met by correspondence between the Company have been met or its counsel and with each of the Commission and Nasdaq; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such datecertificate shall be attached to such certificate. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (dj) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At before the date of this Agreementhereof, the Representatives shall have received an agreement substantially duly executed “lock-up” agreements, in the form attached hereto as Exhibit C, between the Representatives and each of Annex A hereto signed the parties set forth on Schedule IV hereto. (k) The Representatives shall have received electronic copies of the Pre-Funded Warrants and Warrants executed by the persons Company. (l) The Common Stock shall be registered under the Exchange Act and shall be listed on Schedule B heretoNasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such agreements shall be in full force and effect on registration or listing. (m) On the Closing Date, the Firm Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters. (jn) All proceedings taken at or prior The Company shall have furnished to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you Representatives and counsel to the several UnderwritersUnderwriters such additional documents, certificates and at evidence as the time of signing this Agreement and on Representatives or counsel to the Closing Date, you and such counsel shall Underwriters may have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of each Underwriter hereunder to purchase the Underwriters hereunder Shares are subject to the accuracy, as of the date hereof and at any Closing Date (as if made at such Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing Date, The Shares shall be qualified and approved for listing on the NYSE. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) Between the date hereof and any Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the applicable Closing Date, there shall have beenbeen furnished to the Representative the opinion and negative assurance letters of DLA Piper LLP (US), corporate counsel for the Company, dated as of the applicable Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (g) On the applicable Closing Date, there shall been furnished to the Representative a negative assurance letter from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Underwriters, dated as of the applicable Closing Date and addressed to the Representative, in form and substance reasonable satisfactory to the Representative. (h) The Representative shall have received a letter from each of Xxxxxx & Xxxxx, PLLC, X. X. Xxxxxxx & Co. and Xxxxxx Xxxx & X’Xxxxxxx LLP on the date hereof and on the applicable Closing Date addressed to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm, prospects or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company and its subsidiaries, taken as a whole, from that set forth or incorporated by reference in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus, except changes and other matters required by the Representative. (i) On the applicable Closing Date, there shall have been furnished to the Representative a certificate, dated the applicable Closing Date and addressed to the Representative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the applicable Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementShares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Exhibit A, between the Representative and each of the parties set forth on Schedule IV hereto. (k) The Common Stock shall be registered under the Exchange Act and shall be listed on the NYSE, and the Company shall not have taken at any action designed to terminate, or prior likely to each have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the NYSE, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (l) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. (m) On the applicable Closing Date in connection with the sale of Date, the Shares shall be reasonably satisfactory in form and substance to you and counsel have been delivered via the Depository Trust Company system to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale accounts of the Shares hereunder, or proceedings at the Closing DateUnderwriters. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Shares and the Warrants are subject to the accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the satisfaction of the Underwriters. (b) At each Closing DateThe Shares and the Warrant Shares shall be approved for listing on the Nasdaq, subject to official notice of issuance. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriters shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Underwriters, is material, or omit omits to state any a fact which, in the reasonable opinion of the Underwriters, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have beenbeen furnished to the Underwriters the opinion and negative assurance letters of Xxxxxx LLP, counsel to the Company, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of Xxxxxxxxxx Xxxxxxx LLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to Underwriters. (h) The Underwriters shall have received a letter of Xxxxx Xxxxxxx XxXxxx P.C., on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth given in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Final Prospectus, except changes as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (i) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (j) On or before the date hereof, the Underwriters shall have received at duly executed lock-up agreement, substantially in the form of Exhibit A hereto (each Closing Datea “Lock-Up Agreement”), a certificate from each of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth parties specified in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date.Schedule V. (ck) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the The Company shall have furnished to such the Underwriters and their counsel such documents additional documents, certificates and evidence as they the Underwriters or their counsel may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Underwriters by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive Date or on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Option Closing Date, an Additional Closing Date or otherwiseas applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of each Underwriter hereunder to purchase the Underwriters hereunder Securities are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing DateThe Shares, the Pre-Funded Warrant Shares and Warrant Shares shall be qualified and approved for listing on Nasdaq. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iiie) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representative the opinion and negative assurance letter of Faegre Drinker Xxxxxx & Xxxxx LLP, corporate counsel for the Company, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (g) On the Closing Date, there shall have been furnished to the Representative an opinion from Xxx Xxxxxxxx, Registered Patent Attorney, P.A., the Company’s intellectual property counsel, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (h) On the Closing Date, there shall have been furnished to the Representative a negative assurance letter from Xxxxxxxxxx Xxxxxxx LLP, counsel to the Underwriters, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (i) The Representative shall have received a letter of Ernst & Young LLP, on the date hereof and on the Closing Date addressed to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S‑X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm, prospects or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in the SEC Reports filed by the Company and its subsidiaries, taken as a whole, from that set forth or incorporated by reference in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus, except changes and other matters required by the Representative. (j) On the Closing Date, there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Representative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (jk) All proceedings taken at On or prior to before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule III, between the Representative and each Closing Date in connection with the sale of the Shares parties set forth on Schedule IV hereto. (l) The Representative shall have received electronic copies of the Pre-Funded Warrants and/or Warrants executed by the Company. (m) The Common Stock shall be reasonably satisfactory in form registered under the Exchange Act and substance shall be listed on Nasdaq, and the Company shall not have taken any action designed to you and counsel terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (n) The Company shall have furnished to the several UnderwritersRepresentative and its counsel such additional documents, certificates and at evidence as the time of signing this Agreement and on Representative or its counsel may have reasonably requested. (o) On the Closing Date, you and such counsel the Shares shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory been delivered via the Depository Trust Company system to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale accounts of the Shares hereunder, or proceedings at the Closing DateUnderwriters. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at each Closing Date (as if made on such Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations: (i) the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act); (ii) the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; (iii) no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; (iv) no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; and (v) any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Prospectus, any Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Representative’s satisfaction. (b) At On each Closing Date, there shall have been furnished to the Representative the opinion (including a negative assurance statement) of counsel for the Company, dated the applicable Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (c) On the date hereof, the Representative shall have received a letter from Xxxxxx and Xxxxxxx, L.L.P., dated the date hereof, addressed to the Representative, confirming that they are an independent public accounting firm within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2‑01 of Regulation S‑X of the Commission, and confirming, as of the date of such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not more than five days prior to the date of such letter), the conclusions and findings of said firms, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in any Exchange Act filing filed by the Company, and other matters required by the Representative. (d) On each Closing Date, the Representative shall have received a letter (a “Bring-down Letter”) from Xxxxxx and Xxxxxxx, L.L.P., addressed to the Representative and dated the applicable Closing Date, confirming, as of the date of such Bring-down Letters (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not more than five days prior to the date of such Bring-down Letters), the conclusions and findings of said firms, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, and other matters covered by its respective letter delivered to the Representative concurrently with the execution of this Agreement pursuant to Section 6(c) above. (e) On each Closing Date, there shall have been furnished to the Representative a certificate, dated the applicable Closing Date and addressed to the Representative, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, in their capacity as officers of the Company, to the effect that: (i) the representations and warranties of the Company contained in this Agreement shall be are true and correct with the same effect correct, in all material respects, as if made on at and as of such Closing Date Date, and the Company shall have performed all of the obligations and has complied with all of the agreements and satisfied all the conditions hereunder on its part to be performed or complied with on satisfied at or prior to the such Closing Date, in each case in all material respects; (ii) no stop order or other order: (A) suspending the effectiveness of the Registration Statement, each preliminary prospectus and the Prospectus and Statement or any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus or the Prospectus, part thereof or any amendment thereof; (B) suspending the qualification of the Shares for offering or supplement theretosale; or (C) suspending or preventing the use of the Time of Sale Disclosure Package, shall contain any untrue statement of a material fact Prospectus, the Final Prospectus or omit any Issuer Free Writing Prospectus has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state any material fact required to be stated therein or necessary to make the statements therein not misleadingregulatory body; and (iii) there shall have been, since the respective dates as has been no occurrence of which information is given, no material adverse change in the condition (financial any event resulting or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each after the date of this Agreement and prior to the applicable Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (cf) No Underwriter The Common Stock shall have discovered be registered under the Exchange Act and disclosed to shall be listed on the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated herebyExchange, and the Company shall not have furnished taken any action designed to such counsel such documents as they may terminate, or likely to have reasonably requested for the purpose effect of enabling them to pass upon such matters. (e) On each Closing Date you terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Exchange, nor shall the Company have received any information suggesting that the signed opinion, dated as of Commission is contemplating terminating such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed registration or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriterslisting. (g) As On or before the date hereof, the Representative shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”) in substantially the form set forth on Schedule III hereto, by and between the Representative and each of the effective date of the Registration Statement, the Common Stock shall be listed parties specified on the NASDAQ Global Market, subject to official notice of issuanceSchedule IV hereto. (h) FINRA shall not have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offeringrelating to the issuance and sale of the Shares. (i) At the date of this Agreement, the Representatives The Shares shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect been approved for listing on the Closing DateExchange, subject to official notice of issuance. (j) All proceedings taken at or prior The Company shall have furnished to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you Representative and counsel to for the several UnderwritersUnderwriters such additional documents, certificates and at evidence as the time of signing this Agreement and on Representative or counsel for the Closing Date, you and such counsel shall Underwriters may have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may Date and such termination shall be without liability of any party to any other party, except that Section 5(j), Section 7 and Section 8 hereof shall survive any such termination and remain in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwisefull force and effect.

Conditions of the Underwriters’ Obligations. The several Underwriter’s obligations to act as agent of the Underwriters Company hereunder are and to find purchasers for the Units shall be subject to the accuracy, as of the Closing Date, of the representations and warranties on the part of the Company herein contained, to the fulfillment of or compliance by the Company with all covenants and conditions hereof, and to the following additional conditions: (a) The Registration Statement shall have become effective under the Act and, at 8.01. On or prior to the Closing Date, no stop order suspending the effectiveness of offers or sales pursuant to the Registration Statement or the qualifications of the Shares shall have been issued and no proceedings for that purpose shall have been instituted before or, to the knowledge of the Company or the Representatives, shall be contemplated initiated by the Commission or any state securities or “Blue Sky” commissioner or authority. (b) At each Closing Date, (i) the representations regulatory agency and warranties of the Company contained in this Agreement shall be true and correct with the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus or the Prospectus, or any amendment or supplement thereto, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the no statements therein not misleading; (iii) there shall have been, since the respective dates as of which information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and Statement nor any amendment thereto shall have been included to which counsel to the Prospectus, except changes Underwriter shall have not given their consent which consent shall not be unreasonably withheld. 8.02. The Underwriter shall not have disclosed in writing to the Company that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment thereof or supplement thereto, thereto contains an untrue statement of a fact that which, in the reasonable opinion of counsel to the Representatives Underwriter, is material, or omits to state any a fact which, in the reasonable opinion of such counsel, is material fact and is required to be stated therein therein, or is necessary in order to make the statements therein not misleading. (d) On each 8.03. Between the date hereof and the Closing Date you Date, the Company shall not have received a signed opinionsustained any loss on account of terrorist activity, dated as fire, explosion, flood, accident, calamity or any other cause, of such datecharacter as to materially adversely affect its business or property considered as an entity. 8.04. Between the date hereof and the Closing Date, there shall be no litigation or proceeding instituted against the Company before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable final and non-appealable ruling, decision or finding would materially adversely affect the business, franchises, licenses, operations, financial condition or income of Xxxxxxthe Company considered as a whole. 8.05. The authorization of the Securities, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of Registration Statement and all corporate proceedings and other legal matters relating incident thereto and to this Agreement and shall be reasonably satisfactory in all respects to counsel to the transactions contemplated herebyUnderwriter, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling to enable them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel matter referred to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Date. If any of the conditions herein provided for in this Section shall not have been fulfilled as of the date indicated, all obligations of the several Underwriters under this Agreement may be cancelled by the Representatives by notifying the Company of such cancellation on or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwisesubparagraph.

Conditions of the Underwriters’ Obligations. The several obligations of each Underwriter hereunder to purchase the Underwriters hereunder Securities are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriter’s satisfaction. (b) At each Closing Date, (i) Nasdaq shall have raised no objection to the representations and warranties qualification for listing of the Company contained in this Agreement shall be true and correct with Shares, the same effect as if made on and as of such Closing Date Pre-Funded Warrant Shares and the Company Warrant Shares on Nasdaq. (c) FINRA shall have performed all raised no objection to the fairness and reasonableness of the obligations underwriting terms and complied with all of arrangements. (d) The Underwriter shall not have reasonably determined, and advised the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Underwriter’s reasonable opinion, is material, or omit omits to state any a fact which, in the Underwriter’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iiie) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Underwriter the opinion and negative assurance letter of Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C., corporate counsel for the Company, dated as of the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (g) On the Closing Date, there shall have been furnished to the Underwriter the opinion of XxXxxxxx & English, LLP, intellectual property counsel for the Company, dated as of the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (h) The Underwriter shall have received a letter of KPMG LLP, on the date hereof and on the Closing Date, addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm, prospects or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in the SEC Reports filed by the Company and its subsidiaries, taken as a whole, from that set forth or incorporated by reference in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus, except changes and other matters required by the Underwriter. (i) On the Closing Date, there shall have been furnished to the Underwriter a certificate, dated the Closing Date and addressed to the Underwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on On the Closing Date, you there shall have been furnished to the Underwriter a certificate, dated the Closing Date and addressed to the Underwriter, signed by the secretary of the Company, in such person’s capacity as an officer of the Company, to the effect that: (i) that each of the certificate of incorporation, as amended and the amended and restated bylaws of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and with each of the Commission and Nasdaq; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (k) On or before the date hereof, the Underwriter shall have received duly executed “lock-up” agreements, in the form attached hereto as Exhibit C, between the Underwriter and each of the parties set forth on Schedule III hereto. (l) The Underwriter shall have received electronic copies of the Pre-Funded Warrants and every additional documentWarrants executed by the Company. (m) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, letterand the Company shall not have taken any action designed to terminate, opinion, certificate or other item dated and executed in a manner reasonably satisfactory likely to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectushave the effect of terminating, the Prospectus, the Registration Statement, the offer and sale registration of the Shares hereunderCommon Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or proceedings at listing. (n) On the Closing Date, the Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriter. (o) The Company shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Underwriter by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(xi) and Section 7 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the several Underwriters hereunder to purchase the Underwritten Shares are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If the filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) promulgated under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Pricing Disclosure Package or the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; and any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Pricing Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Representative’s satisfaction. (b) At each Closing Date, The Shares shall be qualified for listing on the Nasdaq Capital Market. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriters shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Pricing Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus or Section 5(d) Writing, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; misleading and the Company shall not have promptly taken such action as is necessary to cure such untrue statement of material fact or material omission of fact. (iiie) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representative the opinion letter of Summit Law Group, since PLLC, dated the respective dates as of which information is givenClosing Date and addressed to the Underwriters, no material adverse change in form and substance reasonably satisfactory to the condition (financial or otherwise)Representative, business, prospects or results of operations of to the Company and its subsidiaries, taken as a whole, from that effect set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and Schedule III hereto. (ivg) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you The Representative shall have received at each Closing Date, a certificate on and as of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLPDxxxxxxxx Wxxxxx PLLC, counsel to for the several UnderwritersRepresentative, with respect to such matters as the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated herebyUnderwriters may reasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may have reasonably requested for the purpose of enabling request to enable them to pass upon such matters. (eh) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you The Representative shall have received a signed letterletter of Pxxxxxxx Sxxxxxxx LLP, datedon the date hereof and on the Closing Date addressed to the Underwriters, respectivelyconfirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such dateletter (or, from Xxxxxxxx & Company Certified Public Accountants PCwith respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package, addressed as of a date not prior to the Underwriters (date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with executed copies for each of respect to the Underwriters) in the form heretofore approved financial information and other matters required by counsel for the Underwriters. (gi) As On the Closing Date, there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the effective date Company, in their capacity as officers of the Registration StatementCompany, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering.effect that: (i) At The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, Agreement and such agreements shall be in full force and effect on prior to the Closing Date. (j) All proceedings taken at On or prior to each Closing Date in connection with before the sale of date hereof, the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel Representative shall have received each and every additional documentduly executed “lock-up” agreements, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory form attached hereto as Schedule IV, between the Underwriters and each party named on Schedule IV. (k) The Company shall have furnished to you the Representative and its counsel such counseladditional documents, certificates and evidence as you the Representative or such its counsel may have reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder Underwriter to purchase the Securities are subject to the accuracy, as of the date hereof, and at the Closing Date (as if made on the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriter’s satisfaction. (b) At each Closing Date, The Shares and the Warrant Shares shall be qualified for listing on the NYSE MKT. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriter shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Underwriter’s reasonable opinion, is material, or omit omits to state any a fact which, in the Underwriter’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On the Closing Date, there shall have beenbeen furnished to the Underwriter the opinion and negative assurance letter of Xxxxxx LLP, corporate counsel for the Company dated the Closing Date, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (f) On the Closing Date, there shall have been furnished to the Underwriter the opinion and negative assurance letter of Fish & Xxxxxxxxxx P.C., intellectual property counsel for the Company dated the Closing Date, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (g) On the Closing Date, there shall have been furnished to the Underwriter the negative assurance letter of Xxxxxxxxxx Xxxxxxx LLP, counsel to the Underwriter, dated the Closing Date, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (h) The Underwriter shall have received a letter of Xxxxxx LLP on the date hereof and on the Closing Date, addressed to the Underwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriter. (i) On the Closing Date, prospects or results there shall have been furnished to the Underwriter a certificate, dated the Closing Date, and addressed to the Underwriter, signed by the chief executive officer and the chief financial officer of operations the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and its subsidiariescorrect in all respects, taken and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as a wholeif made at and as of the Closing Date, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at On or prior to each Closing Date in connection with before the sale of date hereof, the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel Underwriter shall have received duly executed “lock-up” agreements, in substantially the form set forth on Schedule V, between the Underwriter and each of the parties specified in Schedule VI. (k) The Company shall have furnished to the Underwriter and every its counsel such additional documentdocuments, letter, opinion, certificate certificates and evidence as the Underwriter or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such its counsel may have reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Underwriter by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters Underwriter hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the satisfaction of the Underwriter. (b) At each Closing Date, The Shares shall be approved for listing on the Nasdaq Stock Market. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriter shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Underwriter, is material, or omit omits to state any a fact which, in the reasonable opinion of the Underwriter, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On the Closing Date and on each Option Closing Date, there shall have beenbeen furnished to the Underwriter, the opinion and negative assurance letters of Libertas Law Group, Inc., counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriter, the opinion and negative assurance letter of Libertas Law Group, Inc., intellectual property counsel to the Company, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (g) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriter, the negative assurance letter of Lxxxxxxxxx Xxxxxxx LLP, counsel to the Underwriter, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (h) The Underwriter shall have received a letter of Wxxxxxxx & Company, P.A., on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth given in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Final Prospectus, except changes as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriter. (i) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriter, a certificate, dated the Closing Date and on each Option Closing Date and addressed to the Underwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementShares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (j) On or before the date hereof, the Underwriter shall have received at duly executed lock-up agreements (each Closing Datea “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, a certificate by and between the Underwriter and each of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth parties specified in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such dateSchedule IV. (ck) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the The Company shall have furnished to such the Underwriter and its counsel such documents additional documents, certificates and evidence as they the Underwriter or its counsel may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Underwriter by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive Date or on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Option Closing Date, an Additional Closing Date or otherwiseas applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase the Securities are subject to the accuracy, as of the date hereof and at the Closing Date (as if made on the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Representative’s satisfaction. (b) At each Closing Date, The Shares and the Warrant Shares shall be qualified for listing on the NYSE Amex. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representative the opinion and negative assurance letters of Xxxxxxxx Xxxx LLP, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Schedule III. (g) On the Closing Date, there shall have been furnished to the Representative the opinion of Xxxxxxx X. Xxxxxxx, Esq., the Company’s General Counsel, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Schedule IV. (h) The Representative shall have received a letter of KPMG LLP, on the date hereof and on the Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm with respect to the financial information and other matters required by the Representative. (i) On the Closing Date, prospects or results there shall have been furnished to the Representative a certificate, dated the Closing Date, and addressed to the Representative, signed by the chief executive officer and the chief financial officer of operations the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and its subsidiariescorrect in all respects, taken and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as a wholeif made at and as of the Closing Date, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at On or prior to before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form of Schedule V, between the Representative and each Closing Date in connection with the sale of the Shares executive officers and directors of the Company specified in Schedule VI. (k) The Company and the Warrant Agent shall be reasonably satisfactory in form have executed and substance to you and counsel delivered counterparts of the Warrant Agreement. (l) The Company shall have delivered to the several Underwriters, and at Underwriters the time of signing this Agreement and Underwriter Warrants issuable on the Closing Date, you and registered in such counsel names as the Underwriters shall have received each specified. (m) The Company shall have furnished to the Representative and every Underwriters’ counsel such additional documentdocuments, letter, opinion, certificate certificates and evidence as the Representative or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such Underwriters’ counsel may have reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on and the Underwriters at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the several Underwriters hereunder to purchase the Underwritten Shares are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If the filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) promulgated under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Pricing Disclosure Package or the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; and any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Pricing Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Representative’s satisfaction. (b) At each Closing Date, The Shares shall be qualified for listing on the NYSE MKT. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriters shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Pricing Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus or Section 5(d) Writing, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; misleading and the Company shall not have promptly taken such action as is necessary to cure such untrue statement of material fact or material omission of fact. (iiie) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representative the opinion letter of Wxxx Xxxxxxx, since P.C. dated the respective dates as of which information is givenClosing Date and addressed to the Underwriters, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company form and its subsidiaries, taken as a whole, from that substance set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and Schedule III hereto. (ivg) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you The Representative shall have received at each Closing Date, a certificate on and as of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLPDxxxxxxxx Wxxxxx PLLC, counsel to for the several UnderwritersRepresentative, with respect to such matters as the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated herebyUnderwriters may reasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may have reasonably requested for the purpose of enabling request to enable them to pass upon such matters. (eh) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you The Representative shall have received a signed letterletter of Hxxx & Assocaites, datedLLP, respectivelyon the date hereof and on the Closing Date addressed to the Underwriter, in a form acceptable to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such dateletter (or, from Xxxxxxxx & Company Certified Public Accountants PCwith respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package, addressed as of a date not prior to the Underwriters (date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with executed copies for each of respect to the Underwriters) in the form heretofore approved financial information and other matters required by counsel for the Underwriters. (gi) As On the Closing Date, there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the effective date Company, in their capacity as officers of the Registration StatementCompany, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering.effect that: (i) At The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, Agreement and such agreements shall be in full force and effect on prior to the Closing Date. (j) All proceedings taken at On or prior to each Closing Date in connection with before the sale of date hereof, the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel Representative shall have received each and every additional documentduly executed “lock-up” agreements, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory form attached hereto as Schedule IV, between the Underwriters and each party named on Schedule IV. (k) The Company shall have furnished to you the Representative and its counsel such counseladditional documents, certificates and evidence as you the Representative or such the Underwriters’ counsel may have reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Firm Units, Option Shares and Option Warrants are subject to the accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before orinitiated or threatened by the Commission; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the knowledge satisfaction of the Company or the Representatives, shall be contemplated by the Commission or any state securities or “Blue Sky” commissioner or authorityUnderwriters. (b) At each Closing DateThe Shares, (i) the representations Warrant Shares and warranties of the Company contained in this Agreement Underwriter Warrant Shares shall be true and correct with approved for listing on the same effect as if made on and as Nasdaq Capital Market, subject to official notice of such Closing Date and the Company issuance. (c) The Underwriters shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior received a “no objection” opinion from FINRA as to the Closing Date; amount of compensation allowable or payable to the Underwriters as described in the Registration Statement. (iid) The Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Underwriters, is material, or omit omits to state any a fact which, in the reasonable opinion of the Underwriters, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have beenbeen furnished to the Underwriters the opinion and negative assurance letters of Bxxx Xxxxx & Sxxx PLC, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of Cherry Bekaert LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth given in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Final Prospectus, except changes as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (j) On or before the date hereof, the Underwriters shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”) in the form set forth on Exhibit A, from each of the parties specified in Schedule III. If the Underwriters, in their sole discretion, agree to release or waive the restrictions set forth in the Lock-Up Agreement for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the Registration Statementrelease or waiver, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities will announce the impending release or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not waiver by a press release substantially in the ordinary course form of Exhibit B hereto through a major news service at least two business other than as referred to or contemplated in days before the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, a certificate effective date of the principal executive officer and the principal financial release or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met waiver if agreed upon by the Company have been met and the Underwriters, or as of such dateotherwise required by applicable law. (ck) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the The Company shall have furnished to such the Underwriters and their counsel such documents additional documents, certificates and evidence as they the Underwriter or their counsel may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled in all material respects when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Underwriters by notifying written notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive Date or on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Option Closing Date, an Additional Closing Date or otherwiseas applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of each Underwriter hereunder to purchase the Underwriters hereunder Securities are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing DateThe Shares, the Pre-Funded Warrant Shares and Warrant Shares shall be qualified and approved for listing on Nasdaq. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iiie) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representative the opinion and negative assurance letter of Xxxxxx LLP, corporate counsel for the Company, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (g) On the Closing Date, there shall have been furnished to the Representative an opinion from each of Sheppard, Mullin, Xxxxxxx & Hampton LLP and Riverside Law LLP, the Company’s intellectual property counsel, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (h) On the Closing Date, there shall have been furnished to the Representative a negative assurance letter from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Underwriters, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (i) The Representative shall have received a letter of Deloitte & Touche LLP, on the date hereof and on the Closing Date addressed to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2‑01 of Regulation S‑X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm, prospects or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company and its subsidiaries, taken as a whole, from that set forth or incorporated by reference in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus, except changes and other matters required by the Representative. (j) On the Closing Date, there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Representative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (jk) All proceedings taken at On or prior to before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule III, between the Representative and each Closing Date in connection with the sale of the Shares parties set forth on Schedule IV hereto. (l) The Representative shall have received electronic copies of the Pre-Funded Warrants and/or Warrants executed by the Company. (m) The Common Stock shall be reasonably satisfactory in form registered under the Exchange Act and substance shall be listed on Nasdaq, and the Company shall not have taken any action designed to you and counsel terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (n) The Company shall have furnished to the several UnderwritersRepresentative and its counsel such additional documents, certificates and at evidence as the time of signing this Agreement and on Representative or its counsel may have reasonably requested. (o) On the Closing Date, you and such counsel the Shares shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory been delivered via the Depository Trust Company system to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale accounts of the Shares hereunder, or proceedings at the Closing DateUnderwriters. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the several Underwriters hereunder to purchase the Shares, the Preferred Shares and the Warrants are subject to the accuracy, as of the date hereof and at the Closing Date, of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rules 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representatives for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Representatives’ satisfaction. (b) At each Closing DateThe Shares, the Conversion Shares and the Warrant Shares shall be qualified and approved for listing on Nasdaq, subject to official notice of issuance. (ic) The Certificate of Designation shall have been filed with the representations Secretary of State of Nevada and warranties shall be effective. (d) FINRA shall have raised no objection to the fairness and reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (e) The Representatives shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Representatives’ reasonable opinion, is material, or omit omits to state any a fact which, in the Representatives’ reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iiif) On or after the date hereof, (i) no downgrading shall have occurred in the rating, if any, accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (g) On the Closing Date, there shall have beenbeen furnished to the Representatives, for the benefit of the Underwriters, (i) the opinion and negative assurance letters of Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, United States corporate counsel for the Company, and (ii) the opinion of Xxxxxx Xxxxxx Gervais LLP, Canadian counsel for the Company, each dated as of the Closing Date and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives. (h) On the Closing Date, there shall have been furnished to the Representatives, for the benefit of the Underwriters, an opinion letter from Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, the Company’s intellectual property counsel, dated as of the Closing Date and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives. (i) On the Closing Date, there shall been furnished to the Representatives, for the benefit of the Underwriters, a negative assurance letter from Xxxxxxxxxx Xxxxxxx LLP, counsel to the Underwriters, dated as of the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives. (j) The Representatives, for the benefit of the Underwriters, shall have received letters from Xxxxxx LLP and MNP LLP, on the date hereof and on the Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letters (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth given in the Registration Statement, each preliminary prospectus and the Time of Sale Disclosure Package or the Prospectus, except changes that as of a date not prior to the Registration Statement indicates might occur after date hereof or more than five days prior to the effective date of such letters), the Registration Statementconclusions and findings of said firms, and neither of the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligationstype ordinarily included in accountants’ “comfort letters” to underwriters, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, with respect to the Company’ knowledgefinancial information, threatened against including any financial information contained in Exchange Act Reports filed by the Company or any of its Subsidiaries that would be required to be set forth incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the Underwriters. (k) On the Closing Date, there shall have been furnished to the Representatives, for the benefit of the Underwriters, a certificate, dated as of the Closing Date and addressed to the Underwriter, signed by the chief executive officer and the principal financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceedings shall be pending proceeding for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries before any event resulting or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each prior to the Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (gl) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At On or before the date of this Agreementhereof, the Representatives shall have received an agreement substantially duly executed “lock-up” agreements, in the form attached hereto as Schedule IV, between the Representatives and each of Annex A hereto signed by the persons listed parties set forth on Schedule B V hereto, and such agreements shall be in full force and effect on the Closing Date. (jm) All proceedings The Representatives shall have received electronic copies of certificates representing the Warrants executed by the Company. (n) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken at any action designed to terminate, or prior likely to each Closing Date in connection with have the sale effect of terminating, the registration of the Shares Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall be reasonably satisfactory in form the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (o) The Company shall have furnished to the Underwriters and substance to you its counsel such additional documents, certificates and evidence as the Representatives or counsel to the several Underwriters, and at the time of signing this Agreement and on Underwriters may have reasonably requested. (p) On the Closing Date, you the Shares and such counsel the Preferred Shares shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory been delivered via the Depository Trust Company system to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale accounts of the Shares hereunder, Underwriters (or proceedings at to the Closing Dateaccount of an applicable investor purchasing Preferred Shares). If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(x), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company and the Selling Stockholders contained herein, the performance by the Company and the Selling Stockholders of their respective obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the satisfaction of the Representative. (b) At each Closing DateThe Shares shall be approved for listing on Nasdaq, subject to official notice of issuance. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Representative, is material, or omit omits to state any a fact which, in the reasonable opinion of the Representative, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have beenbeen furnished to the Representative, for the benefit of the Underwriters, the opinion and negative assurance letters of Xxxxx Xxxxxx LLP, counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. 18 The Lovesac Company 2019 Offering Underwriting Agreement (g) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion of Xxxxxxx Xxxxxxxx, intellectual property counsel to the Company, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative the opinions of legal counsels to the Selling Stockholders, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (i) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the negative assurance letter of DLA Piper LLP (US), counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (j) The Representative, for the benefit of the Underwriters, shall have received a letter from Xxxxxx LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth given in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Final Prospectus, except changes as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (k) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, a certificate, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date or the Option Closing Date, as applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementShares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each after the date of this Agreement and prior to the Closing Date or the Option Closing Date, a certificate of as applicable. (l) On the principal executive officer Closing Date and the principal financial or accounting officer of the Company, dated as of such on each Option Closing Date, evidencing compliance with there shall have been furnished to the provisions Representative, for the benefit of this Subsection 5(b)the Underwriters, certificates, dated the Closing Date or the Option Closing Date, as applicable, and confirming addressed to the accuracy Underwriters, signed by certain Selling Stockholders, to the effect that the representations and warranties of such Selling Stockholder in this Agreement are true and correct, in all material respects, as if made at and as of the representations of Closing Date or the Company set forth Option Closing Date, as applicable, and such Selling Stockholder has complied, in Section 1 hereof all material respects, with all the agreements and confirming that satisfied all the conditions set forth herein on its part to be met by performed or satisfied at or prior to the Closing Date or the Option Closing Date. 19 The Lovesac Company have been met as of such date.2019 Offering Underwriting Agreement (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (dm) On each Closing Date you or before the date hereof, the Representative shall have received a signed opinionLock-Up Agreement from each of the parties specified in Schedule V. (n) On or before the date hereof, dated as of such datethe Representative shall have received a duly executed Stock Power and Lock-Up Agreement from each Selling Stockholder, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel in each case in form and substance reasonably satisfactory to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement Representative. (o) The Company and the transactions contemplated hereby, and the Company Selling Stockholders shall have furnished to such the Underwriters and its counsel such documents additional documents, certificates and evidence as they the Underwriters or its counsel may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on and the Selling Stockholders at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive Date or on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Option Closing Date, an Additional Closing Date or otherwiseas applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 5(b)(i), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are shall be subject to the continuing accuracy in all material respects of the representations and warranties of the Company herein as of the Closing Date and each Overallotment Closing Date, if any, as if they had been made on and as of the Closing Date or each Overallotment Closing Date, as the case may be; the accuracy on and as of the Closing Date or Overallotment Closing Date, if any, of the statements of officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the Closing Date and each Overallotment Closing Date, if any, of each of its material covenants and obligations hereunder and to the following further conditions: (a) The Registration Statement shall have become be declared effective under by the Act Commission not later than 5:30 P.M., New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Underwriters, and, at the Closing Date and each Overallotment Closing Date, if any, no stop order suspending the effectiveness of the Registration Statement or the qualifications of the Shares shall have been issued and no proceedings for that purpose shall have been instituted before or, or shall be pending or contemplated to the knowledge of the Company or the Representatives, shall be contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Underwriters' Counsel. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, the price of the Securities and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the Rules and Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Underwriters of such timely filing, or any state securities or “Blue Sky” commissioner or authoritya post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. (b) At each Closing Date, (i) the representations and warranties of The Underwriters shall not have advised the Company contained in this Agreement shall be true and correct with the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus or the Prospectus, or any amendment or supplement thereto, shall contain any contains an untrue statement of a fact which, in the Representative's opinion, and the opinion of its counsel is material fact or omit omits to state any a fact which, in the Representative's opinion, is material fact and is required to be stated therein or is necessary to make the statements therein not misleading; (iii) there shall have been, since the respective dates as of which information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that which, in the Representative's reasonable opinion, or the opinion of its counsel to the Representatives is material, or omits to state any a fact which, in the Representative's reasonable opinion, is material fact and is required to be stated therein or is necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (dc) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel The Company's registration statement pursuant to the several Underwriters, with respect to Exchange Act on Form 8-A has been declared effective by the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such mattersCommission. (ed) On each At the Closing Date you and the Overallotment Closing Date, the Representative shall have received the signed opinionfavorable opinion of Ellenoff, dated as of such dateGrossman, of K&L Gates Schole & Cyruli, LLP, special securities counsel to the Company, in form reasonably satisfactory to counsel for dated the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectivelyor Overallotment Closing Date, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PCthe case may be, addressed to the Underwriters and in form and substance satisfactory to Underwriters' Counsel, to the effect that: (with executed copies for each i) The Company: (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Underwriters) State of Delaware with full corporate power and authority to own and operate its properties and to carry on its business as set forth in the form heretofore approved Registration Statement and Prospectus; (B) the Company is duly licensed or qualified as a foreign corporation in all jurisdictions in which by counsel for reason of maintaining an office in such jurisdiction or by owning or leasing real property in such jurisdiction it is required to be so licensed or qualified except where failure to be so qualified or licensed would have no material adverse effect upon the UnderwritersCompany; and (C) to the best of counsel's knowledge, the Company has not received any notice of proceedings relating to the revocation or modification of any such license or qualification which revocation or modification would have a material adverse effect upon the Company. (gii) As The Registration Statement, each Preliminary Prospectus that has been circulated and the Prospectus and any post-effective amendments or supplements thereto (other than the exhibits, financial statements, schedules and other financial and statistical data included therein, as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the Act and Regulations and the conditions for use of a registration statement on Form SB-2 have been satisfied by the Company. (iii) To the best of such counsel's knowledge, except as described in the Prospectus, the Company does not own an interest of a character required to be disclosed in the Registration Statement in any corporation, partnership, joint venture, trust or other business entity; (iv) The Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus as of the date indicated therein, under the caption "Capitalization". The Securities, Underwriters' Purchase Option and the Underwriters' Option Units conform or upon issuance will conform in all material respects to all statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Company have been duly authorized and validly issued and, to the best knowledge of counsel, all shares of capital stock are fully paid and non-assessable; the holders thereof are not, except by reason of their own conduct or acts, subject to personal liability by reason of being such holders, and none of such securities were issued in violation of the preemptive rights of any holder of any security of the Company. The Securities to be sold by the Company hereunder, the Underwriters' Purchase Option to be sold by the Company under the Underwriters' Purchase Option Agreement and Underwriters' Option Units have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and conform or upon issuance will conform to the description thereof contained in the Prospectus; are not subject to any preemptive or other similar rights of any stockholder of the Company; that, to such counsel's knowledge, the holders of the Securities and Underwriters' Option Units shall not be personally liable for the payment of the Company's debts solely by reason of being such holders except as they may be liable by reason of their own conduct or acts; and that the certificates representing the Units, Underwriters' Purchase Option and Underwriters' Option Units are in due and proper legal form. Upon delivery of the Units to the Underwriters against payment therefor as provided for in this Agreement, the Underwriters (assuming they are bona fide purchasers within the meaning of the Uniform Commercial Code) will acquire good title to the Units, free and clear of all liens, encumbrances, equities, security interests and claims. (v) Each of the Registration Statement and the Form 8-A has been declared effective date under the Act, and, if applicable, filing of all pricing information has been timely made in the appropriate form under Rule 430A, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and to the best of such counsel's knowledge, no proceedings for that purpose have been instituted or are pending or threatened or contemplated under the Act; (vi) To the best of such counsel's knowledge, (A) there are no material contracts or other documents required to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement and the Prospectus and filed as exhibits thereto, and (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto regarding such material contracts or other documents to which the Company is a party or by which it is bound, are accurate in all material respects and fairly represent the information required to be shown by Form SB-2 and the Rules and Regulations; (vii) This Agreement, the Underwriters' Purchase Option Agreement and the Warrant Agreement between the Company, the Warrant Agent and Representative have each been duly and validly authorized, executed and delivered by the Company, and assuming that each is a valid and binding agreement of the Underwriter, as the case may be, constitutes a legally valid and binding agreement of the Company, enforceable as against the Company in accordance with their respective terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law or pursuant to public policy). (viii) Neither the execution or delivery by the Company of this Agreement, the Underwriters' Purchase Option Agreement or the Warrant Agreement, nor its performance hereunder or thereunder, nor its consummation of the transactions contemplated herein or therein, nor the issuance of the Securities pursuant to this Agreement, conflicts with or will conflict with or results or will result in any material breach or violation of any of the terms or provisions of, or constitutes or will constitute a material default under, or result in the creation imposition of any material lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company except to the extent such event will not have a material adverse effect upon the Company pursuant to the terms of, (A) the Certificate of Incorporation or By-Laws of the Company, (B) to the best knowledge of such counsel, any indenture, mortgage, deed of trust, voting trust agreement, stockholders agreement, note, loan or credit agreement or any other agreement or instrument that is material to the Company to which the Company is a party or by which it is bound or to which its properties or assets (tangible or intangible) are subject, or any indebtedness, or (C) to the best knowledge of such counsel, and except to the extent it would not have a material adverse effect on the Company, any statute, judgment, decree, order, rule or regulation applicable to the Company or any arbitrator, court, regulatory body or administrative agency or other governmental agency or body, having jurisdiction over the Company or any of its respective activities or properties. (ix) No consent, approval, authorization or order, and no filing with, any court, regulatory body, government agency or other body (other than such as may be required under state securities laws, as to which no opinion need be rendered) is required in connection with the issuance by the Company of the Securities pursuant to the Prospectus and the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice performance of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing DateUnderwriters' Option Agreement by the Company, you and such counsel shall have received each and every additional documentthe taking of any action by the Company contemplated hereby or thereby, letterwhich has not been obtained; (x) Except as described in the Prospectus, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and the best knowledge of such counsel, as you or such counsel may reasonably request the Company is not in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunderbreach of, or proceedings at in default under, any material term or provision of any indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Closing Date. If Company is a party or by which the Company may be bound or to which any of the conditions herein provided for property or assets (tangible or intangible) of the Company is subject or affected; and, to the best knowledge of counsel, the Company is not in this Section shall not violation of any material term or provision of its Certificate of Incorporation or By-Laws or in violation of any material franchise, license, permit, judgment, decree, order, statute, rule or regulation material to the Company business; (xi) The statements in the Prospectus under the captions "DESCRIPTION OF BUSINESS" "MANAGEMENT," "PRINCIPAL STOCKHOLDERS," "CERTAIN TRANSACTIONS," "DESCRIPTION OF CAPITAL STOCK," and "SHARES ELIGIBLE FOR FUTURE SALE" and "RISK FACTORS" have been fulfilled reviewed by such counsel, and only insofar as they refer to statements of the date indicatedlaw, descriptions of statutes, rules or regulations or legal conclusions, are correct in all obligations of the several Underwriters under this Agreement may be cancelled by the Representatives by notifying the Company of such cancellation on or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwise.material respects;

Conditions of the Underwriters’ Obligations. The several obligations of each Underwriter hereunder to purchase the Underwriters hereunder Securities are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing Date, (i) the representations and warranties of the Company contained in this Agreement shall be true and correct with the same effect as if made on and as of such Closing Date and the The Company shall have performed all applied for listing of the obligations Shares, the Pre-Funded Warrant Shares and complied with all the Warrant Shares on Nasdaq. (c) FINRA shall have raised no objection to the fairness and reasonableness of the conditions hereunder on its part to be performed or complied with on or prior to underwriting terms and arrangements. (d) The Representative shall not have reasonably determined, and advised the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Representative, is material, or omit omits to state any a fact which, in the reasonable opinion of the Representative, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iiie) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representative the opinion and negative assurance letter of Lxxxxxxxxx Xxxxxxx LLP, counsel for the Company, dated as of the Closing Date and addressed to the Representative, as representative of the Underwriters, in form and substance reasonably satisfactory to the Representative. (g) The Representative shall have received a letter of KMPG LLP, on the date hereof and on the Closing Date, addressed to the Representative, as representative of the Underwriters, in form and substance reasonably satisfactory to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm, prospects or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in the SEC Reports filed by the Company and its subsidiaries, taken as a whole, from that set forth or incorporated by reference in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus, except changes and other matters required by the Representative. (h) On the Closing Date, there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Representative as representative of the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (i) On the Closing Date, there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Representative, as representative of the Underwriters, signed by the secretary of the Company, in such person’s capacity as an officer of the Company, to the effect that: (i) that each of the certificate of incorporation, as amended, and the amended and restated bylaws of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and with each of the Commission and Nasdaq; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (j) All proceedings taken at On or prior to before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Exhibit C, between the Representative and each Closing Date in connection with the sale of the parties set forth on Schedule IV hereto. (k) The Representative shall have received electronic copies of the Pre-Funded Warrants and Warrants executed by the Company. (l) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (m) On the Closing Date, the Firm Shares shall be reasonably satisfactory in form and substance have been delivered via the Depository Trust Company system to you the accounts of the Underwriters. (n) The Company shall have furnished to the Representative and counsel to the several UnderwritersUnderwriters such additional documents, certificates and at evidence as the time of signing this Agreement and on Representative or counsel to the Closing Date, you and such counsel shall Underwriters may have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representatives for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Representatives’ satisfaction. (b) At each Closing Date, The Shares shall be qualified for listing on the NASDAQ Global Market. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representatives shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Representatives’ reasonable opinion, is material, or omit omits to state any a fact which, in the Representatives’ reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representatives the opinion and negative assurance letters of Mxxxxx, Xxxxx & Bxxxxxx LLP, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Schedule III. (g) The Representatives shall have received a letter of each of Ernst & Young LLP and BDO Sxxxxxx, LLP, on the date hereof and on the Closing Date addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm with respect to the financial information and other matters required by the Representatives. (h) On the Closing Date, prospects or results there shall have been furnished to the Representatives a certificate, dated the Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of operations the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and its subsidiariescorrect in all respects, taken and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as a wholeif made at and as of the Closing Date, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementShares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each prior to the Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At On or before the date of this Agreementhereof, the Representatives shall have received an agreement substantially duly executed “lock-up” agreements, in a form acceptable to the form of Annex A hereto signed by Representatives, between the Representatives and the persons listed set forth on Schedule B hereto, and such agreements shall be in full force and effect on the Closing DateIV. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares The Company shall be reasonably satisfactory in form and substance to you and counsel have furnished to the several UnderwritersRepresentatives and their counsel such additional documents, certificates and at evidence as the time of signing this Agreement and on the Closing Date, you and such Representatives or their counsel shall may have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counselrequested. (k) The Reverse Stock Split, as you or such counsel may reasonably request described in connection with each preliminary prospectus, the Time of Sale Disclosure Package and the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Dateshall have been consummated. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time-of-Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; and any request of the Company Commission that additional information be included in the Registration Statement, the Time-of-Sale Disclosure Package or the Representatives, Final Prospectus shall be contemplated by the Commission or any state securities or “Blue Sky” commissioner or authorityhave been complied with. (b) At each Closing DateThe Shares and the Underwriter Warrant Shares shall be approved for listing on the Exchange, subject to official notice of issuance. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration StatementTime-of-Sale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Representative, is material, or omit omits to state any a fact which, in the reasonable opinion of the Representative, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iii) there shall have been, since the respective dates as of which information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date you and on each Option Closing Date, there shall have received been furnished to the signed opinionRepresentative, dated as for the benefit of such datethe Underwriters, the opinion and negative assurance letters of K&L Gates Sxxxxxxxx Xxxx Xxxxxxx Carmel LLP, counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the UnderwritersRepresentative. (g) As On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the effective Underwriters, the negative assurance letter of Sxxxxxxxx Yxxxx Cxxxxxx & Rxxxx LLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (h) The Representative, for the benefit of the Underwriters, shall have received a letter from Suri & Co., on the date hereof and on the Closing Date, and on each Option Closing Date, as applicable, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Common Stock shall be listed Time-of-Sale Disclosure Package, any Prospectus, and the Final Prospectus; provided, that the letter delivered on the NASDAQ Global MarketClosing Date or the Option Closing Date, subject as the case may be, shall use a “cut-off” date no more than two (2) business days prior to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to such Closing Date or such Option Closing Date, as the fairness and reasonableness of the underwriting terms and arrangements for this offeringcase may be. (i) At On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, a certificate, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer or principal financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct, as if made at and as of the Closing Date or the Option Closing Date, as applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time-of-Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting in or reasonably expected to result in a Material Adverse Effect during the period from and after the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, Agreement and such agreements shall be in full force and effect on prior to the Closing Date or the Option Closing Date, as applicable. (j) All proceedings taken at On or prior to before the date hereof, the Representative shall have received a duly executed lock-up agreement in substantially the form set forth on Exhibit A hereto (each Closing Date in connection with a “Lock-Up Agreement”), by and between the sale Representative and (i) each member of the Shares shall be reasonably satisfactory in form and substance to you and counsel to Company’s board of directors, (ii) each executive officer of the several UnderwritersCompany, and at (iii) each of the time other holders of signing this Agreement capital stock of the Company. (k) On the date hereof and on the Closing Date and on each Option Closing Date, you and such counsel the Company shall have received each and every additional document, letter, opinion, furnished to the Representatives a certificate or other item dated and executed of the chief financial officer of the Company with respect to certain financial information contained in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer Time-of-Sale Disclosure Package, any Prospectus, and sale of the Shares hereunderFinal Prospectus. (l) The Company shall have furnished to the Underwriters and its counsel such additional documents, certificates and evidence as the Underwriters or proceedings at the Closing Dateits counsel may have reasonably requested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying written notice to the Company of such cancellation at any time on or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional or on the Option Closing Date or otherwiseDate, as applicable, and such termination shall be without liability of any party to any other party, except that Sections 5(h), 7, and 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase the Shares, the Pre-Funded Warrants and the Warrants are subject to the accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the satisfaction of the Underwriters. (b) At each Closing DateThe Shares, the Warrant Shares and the Underwriter Warrant Shares shall be approved for listing on the NYSE American, subject to official notice of issuance. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriters shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Underwriters, is material, or omit omits to state any a fact which, in the reasonable opinion of the Underwriters, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On the Closing Date and on each Option Closing Date, there shall have beenbeen furnished to the Underwriters the opinion and negative assurance letters of Xxxxxxx Procter LLP, counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance previously agreed upon with the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letters of Xxxxxx Xxxxxxx, LLC, regulatory counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance previously agreed upon with the Underwriters. (g) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of Sunstein Kann Xxxxxx & Timbers LLP, intellectual property counsel to the Company, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance previously agreed upon with the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of Xxxxxxxxxx Xxxxxxx LLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (i) The Underwriters shall have received a letter of Xxxxxx LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package and the Final Prospectus, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (j) On the Closing Date and on each Option Closing Date, prospects or results there shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of operations the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and its subsidiariescorrect in all respects, taken and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as a wholeif made at and as of the Closing Date and on the Option Closing Date, from that set forth in the Registration Statement, each preliminary prospectus and the ProspectusCompany has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, except changes that as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (k) On or before the date hereof, the Underwriters shall have received at duly executed lock-up agreement (each Closing Datea “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, a certificate by and between the Underwriters and each of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth parties specified in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date.Schedule V. (cl) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the The Company shall have furnished to such the Underwriters and their counsel such documents additional documents, certificates and evidence as they the Underwriters or their counsel may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative, on behalf of the Underwriters, by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive Date or on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Option Closing Date, an Additional Closing Date or otherwiseas applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Prospectus or the Final Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representatives for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Prospectus, the Final Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the satisfaction of the Representatives. (b) At each Closing DateThe Shares shall be approved for listing on Nasdaq, subject to official notice of issuance. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriters shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain any contains an untrue statement of a material fact which, in the reasonable opinion of the Underwriters, is material, or omit omits to state any a fact which, in the reasonable opinion of the Underwriters, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On the Closing Date and on each Option Closing Date, as applicable, there shall have beenbeen furnished to the Representatives, on behalf of the Underwriters, the written opinion and Rule 10b-5 negative assurance letter of (i) Dentons US LLP, U.S. legal counsel to the Company and (ii) Dentons, Cayman Islands legal counsel to the Company, dated the Closing Date or the Option Closing Date, as applicable, in substantially the respective forms attached hereto as Exhibit A-1 and A-2. (f) On the Closing Date and on each Option Closing Date, as applicable, there shall have been furnished to the Representatives the Rule 10b-5 negative assurance letter of Loeb & Loeb LLP dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives. (g) The Representatives shall have received a letter from KPMG LLP, on the date hereof, on the Closing Date and on each Option Closing Date, as applicable, in form and substance reasonably satisfactory to the Representatives, confirming that it is an independent registered public accounting firm within the meaning of the Securities Act and is in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth given in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Final Prospectus, except changes that as of a date not prior to the Registration Statement indicates might occur after date hereof or more than five (5) days prior to the effective date of such letter), the Registration Statement, conclusions and neither findings of said firm with respect to the financial information and other matters reasonably required by the Underwriters. (h) The Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, furnished to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, Representatives a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such the Closing Date or the Option Closing Date, evidencing compliance with the provisions of this Subsection 5(b)as applicable, and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met signed by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement Chief Executive Officer and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose Chief Financial Officer of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each their capacity as officers of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing DateCompany, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each effect that the signers of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall such certificate have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of carefully examined this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer Time of Sale Disclosure Package, the Final Prospectus and sale any supplements or amendments thereto and that: (i) The representations and warranties of the Company that are qualified by materiality or by reference to any Material Adverse Effect in this Agreement are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, as applicable. The Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares hereunderfor offering or sale, or proceedings at (C) suspending or preventing the use of the Time of Sale Disclosure Package, or the Final Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; (iii) There has been no occurrence of any event resulting, or reasonably likely to result, in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or the Option Closing Date, as applicable. (i) The Company shall have furnished to the Representatives a certificate of the Company, dated the Closing Date or the Option Closing Date, as applicable, signed by the Secretary of the Company (the “Secretary’s Certificate”), in his or her capacity as an officer of the Company certifying: (i) that each copy of the Company’s certificate of incorporation and bylaws attached to the Secretary’s Certificate is true, correct and complete, has not been modified and is in full force and effect; (ii) that a true, correct and complete copy of each of the resolutions of the Company’s board of directors and the resolutions of the pricing committee of the Company’s board of directors relating to the approval of the offering is attached to the Secretary’s Certificate and such resolutions are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. (j) The Representatives shall have received on and as of the Closing Date or the Option Closing Date, as applicable, satisfactory written evidence of the good standing of the Company and its subsidiaries from the applicable Secretary of State or other governing body of its jurisdiction of organization for those entities organized under the laws of the Cayman Islands, Singapore, or one of the United States of America. (k) The Company and Continental Stock Transfer & Trust Company, LLC (the “Warrant Agent”) shall have duly and validly executed and delivered a Warrant Agency Agreement (the “Warrant Agreement”) in respect of the Warrants and each Warrant shall have been duly executed and delivered by the Company and countersigned by the Warrant Agent. (l) The Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Underwriters or their counsel may have reasonably requested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives by notifying written notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of Date or the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Option Closing Date, an Additional Closing Date or otherwiseas applicable, and such termination shall be without liability of any party to any other party, except that Section 5(h), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters Underwriter hereunder are subject to the accuracy, as of the date hereof the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder to be performed on or prior to the Closing Date and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before orinitiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the knowledge reasonable satisfaction of the Company or the Representatives, shall be contemplated by the Commission or any state securities or “Blue Sky” commissioner or authorityUnderwriter and its counsel. (b) At each Closing DateThe Underwriter shall not have reasonably determined, (i) and advised the representations and warranties of the Company contained in this Agreement shall be true and correct with the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Underwriter’s reasonable opinion, is material, or omit omits to state any a fact which, in the Underwriter’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiic) On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (d) On the Closing Date, there shall have beenbeen furnished to the Underwriter the opinion of Shearman & Sterling LLP and XxXxxxxx Xxxxxxxx LLP, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter, to the effect set forth in Schedule III. (e) On the Closing Date, the Underwriter shall have received a letter of PricewaterhouseCoopers LLP, dated the Closing Date and addressed to the Underwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), business, prospects or results the conclusions and findings of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, said firm with respect to the sufficiency of all corporate proceedings financial information and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel covered by its letter delivered to the Company, in form reasonably satisfactory to counsel for Underwriter concurrently with the Underwriters, together with signed or photostatic copies thereof for each execution of the other Underwritersthis Agreement. (f) At On the time Closing Date, there shall have been furnished to the Underwriter a certificate, dated the Closing Date and addressed to the Underwriter, signed by the General Counsel and Chief Financial Officer of the signing Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in any Material Adverse Effect during the period from and after the date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (jg) All proceedings taken at On or prior to each Closing Date in connection with before the sale of date hereof, the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel Underwriter shall have received each and every additional documenta duly executed “lock-up” agreement, letter, opinion, certificate or other item dated and executed in a manner form acceptable to the Underwriter, between the Underwriter and Xxxxxxx Xxxxxxx. (h) The Company shall have furnished to the Underwriter and counsel for the Underwriter such additional documents, certificates and evidence customary in the circumstances as the Underwriter or counsel for the Underwriter may have reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Underwriter by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters Underwriter hereunder are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date) of and compliance with all representations, warranties and agreements of the Company and the Selling Stockholder contained herein (except to the extent any such representations, warranties or agreements expressly relate to a specified earlier date, in which case, such representations, warranties and agreements shall be accurate or complied with as of such specified earlier date), to the performance by the Company and the Selling Stockholder of their obligations hereunder and to the following additional conditions, in each case unless waived by the Underwriter: (a) The If the filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b)); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before initiated or, to the knowledge Company’s knowledge, threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriter’s reasonable satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and compensation arrangements. (b) The Underwriter shall not have advised the Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Underwriter’s opinion, is material, or omits to state a fact which, in the Underwriter’s opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading, unless, in each case, the Company shall have filed an amendment or supplement to the Registration Statement, the applicable documents included in the Time of Sale Disclosure Package, the Prospectus or the Issuer Free Writing Prospectus to correct such statement of fact or omission. (c) Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package and the Prospectus, the Company has not incurred any liabilities or obligations, direct or contingent which are material to the Company or entered into any transactions not in the ordinary course of business which are material to the Company, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and except as disclosed in the Time of Sale Disclosure Package and in the Prospectus, there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of outstanding options, warrants or convertible notes or vesting of any outstanding restricted stock units), any material change in the short-term or long-term debt of the Company except for the extinguishment thereof, any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company (other than the issuance of options, restricted stock units and other awards or shares under the Company’s equity incentive plans and employee stock purchase plans), or any Material Adverse Change, the effect of which, in any such case described above, in the Underwriter’s reasonable judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Time of Sale Disclosure Package, the Registration Statement and the Prospectus. (d) On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (e) On the Closing Date and the Option Closing Date, if any, there shall have been furnished to the Underwriter the opinion of Croke Fxxxxxxxx Xxxxxx & Bxxxx, counsel for the Company, dated the respective dates of delivery thereof, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (f) On the Closing Date and the Option Closing Date, if any, there shall have been furnished to the Underwriter the opinion of the Wxxxxx Lxxxxxx Xxxxxx & Dxxxx, LLP, counsel for the Selling Stockholder, dated the respective dates of delivery thereof, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (g) On the date of the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each of the Closing Date and the Option Closing Date, if any, the Underwriter shall have received a letter of KMJ Cxxxxx & Company, LLP, dated the respective dates of delivery thereof, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (h) On the Closing Date, there shall have been furnished to the Underwriter a certificate, dated the Closing Date and addressed to the Underwriter, signed by the chief executive officer or the Representativeschief financial officer of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date (except to the extent any such representations or warranties expressly relate to a specified earlier date, in which case, such representations and warranties shall be true and correct as of such specified earlier date), and the Company has complied in all material respects with all the material agreements and satisfied in all material respects all the material conditions on its part to be performed or satisfied at or prior to the Closing Date (except for any such agreements or conditions that have been waived by the Underwriter); (ii) No stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Shares for offering or sale nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to the signer’s knowledge, is contemplated by the Commission or any state securities or “Blue Sky” commissioner or authority.regulatory body; (biii) At each Closing Date, (i) the representations and warranties The signer of the Company contained in this Agreement shall be true and correct with the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) said certificate has carefully examined the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus Prospectus, and any amendments thereof or supplements thereto shall in all material respects conform (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the requirements Time of Sale Disclosure Package, the Registration Statement or the Prospectus), and (A) each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Rules and RegulationsProspectus) contain, and neither contained when such part of the Registration Statement (or such amendment) became effective, all statements and information required to be included therein, each part of the Registration Statement, any preliminary prospectus or the Prospectus, or any amendment thereof, does not contain, and did not contain when such part of the Registration Statement (or supplement theretosuch amendment) became effective, shall contain any untrue statement of a material fact or omit to state, and did not omit to state when such part of the Registration Statement (or such amendment) became effective, any material fact required to be stated therein or necessary to make the statements therein not misleading; , and the Prospectus, as amended or supplemented, does not include and did not include as of its date or the time of first use within the meaning of the Rules and Regulations, any untrue statement of a material fact or omit to state, and did not omit to state as of its date or the time of first use within the meaning of the Rules and Regulations, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (iiiB) neither (1) the Time of Sale Disclosure Package nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, include, nor included as of the Time of Sale, any untrue statement of a material fact or omits, or omitted as of the Time of Sale, to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the Time of Sale, there shall have beenhas occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth, since and there has been no document required to be filed under the Exchange Act that upon such filing would be deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus that has not been so filed, (D) except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given, no material adverse change given in the condition (financial or otherwise)Time of Sale Disclosure Package, business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have has not incurred any material liabilities or material obligations, direct or contingent, or which are material to the Company, has not entered into any material transaction, contract or agreement transactions not in the ordinary course of business which are material to the Company, not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and, except as disclosed in the Time of Sale Disclosure Package and in the Prospectus, there has not been any change in the capital stock (other than as referred to or contemplated a change in the Registration Statement; number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of outstanding options, warrants or convertible notes or vesting of any restricted stock units pursuant to the Company’s existing equity incentive plan or employee stock purchase plan), any material change in the Company’s short-term or long-term debt except for the extinguishment thereof, any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company (other than the issuance of options, restricted stock units and other awards or shares under the Company’s equity incentive plan and employee stock purchase plan), or any Material Adverse Change, and (ivE) except as set forth stated in each preliminary prospectus the Time of Sale Disclosure Package and in the Prospectus, no there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against which the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries is a party before or by any commissioncourt or governmental agency, board authority or administrative agency in body, or any arbitrator, the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expectednegative outcome of which, individually or in the aggregate, to would result in a any Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offeringChange. (i) At On the date of this AgreementClosing Date, the Representatives there shall have received an agreement substantially in been furnished to the form of Annex A hereto Underwriter a certificate, dated the Closing Date and addressed to the Underwriter, signed by the persons listed on Schedule B heretochief executive officer or the chief financial officer of the Selling Stockholder, to the effect that the representations and warranties of the Selling Stockholder in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date (except to the extent any such representations or warranties expressly relate to a specified earlier date, in which case, such representations and warranties shall be true and correct as of such specified earlier date), and the Selling Stockholder has complied in all material respects with all the material agreements and satisfied in all material respects all the material conditions on its part to be performed or satisfied at or prior to the Closing Date (except for any such agreements shall be in full force and effect on or conditions that have been waived by the Closing DateUnderwriter). (j) The Company and the Selling Stockholder shall have furnished to the Underwriter and counsel for the Underwriter such additional documents, certificates and evidence as the Underwriter or counsel for the Underwriter may have reasonably requested. All proceedings taken at or prior to each Closing Date such opinions, certificates, letters and other documents will be in connection compliance with the sale of the Shares shall be provisions hereof only if they are reasonably satisfactory in form and substance to you the Underwriter and counsel to for the several Underwriters, Underwriter. The Company and at the time of signing this Agreement and on Selling Stockholder will furnish the Closing Date, you and Underwriter with such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Date. If any of the conditions herein provided for in this Section shall not have been fulfilled as of the date indicated, all obligations of the several Underwriters under this Agreement may be cancelled by the Representatives by notifying the Company conformed copies of such cancellation on or prior to opinions, certificates, letters and other documents as the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseUnderwriter shall reasonably request.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy, as of the date hereof and at each of the Closing Date and the Option Closing Date (as if made on the Closing Date or Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b)); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before orinitiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the knowledge Underwriters’ satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the Company or the Representatives, shall be contemplated by the Commission or any state securities or “Blue Sky” commissioner or authorityunderwriting terms and compensation arrangements. (b) At each The Underwriters shall not have advised the Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Underwriters’ opinion, is material, or omits to state a fact which, in the Underwriters’ opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, neither the Company nor any of its subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of the Company except for the extinguishment thereof, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of the Company’s subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any of the Company’s subsidiaries, the effect of which, in any such case described above, in the Representative’s judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Time of Sale Disclosure Package, the Registration Statement and in the Prospectus. (d) On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (e) On the Closing Date and the Option Closing Date, there shall have been furnished to the Underwriters the opinion of Sichenzia Xxxx Xxxxxxx Xxxxxx LLP, counsel for the Company, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date, there shall have been furnished to the Underwriters the opinion of __________________, as special intellectual property counsel for the Company, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) On the date of the Prospectus at a time prior to the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each of the Closing Date and the Option Closing Date, the Underwriters shall have received a “cold comfort” letter of Paritz & Company, P.A., dated the respective dates of delivery thereof, and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (h) On each of the Closing Date and the Option Closing Date (if applicable), there shall have been furnished to the Underwriters a certificate, dated as of such closing date and addressed to the Representative, signed by the chief executive officer of the Company, to the effect that: (i) the The representations and warranties of the Company contained in this Agreement shall be are true and correct with the same effect correct, in all material respects, as if made on at and as of such the Closing Date or the Option Closing Date (as applicable), and the Company shall have performed has complied in all of the obligations and complied material respects with all of the material agreements and satisfied all the conditions hereunder on its part to be performed or complied with on satisfied at or prior to the Closing Date; Date or the Option Closing Date (as applicable); (ii) No stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Securities for offering or sale nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to the Company’s knowledge, is contemplated or threatened by the Commission or any state or regulatory body; and (iii) The signer of said certificate has carefully examined the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus Prospectus, and any amendments thereof or supplements thereto shall in all material respects conform (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the requirements Time of Sale Disclosure Package, the Registration Statement or the Prospectus), and (A) each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Rules and RegulationsProspectus) contain, and neither contained, when such part of the Registration Statement (or such amendment) became effective, all statements and information required to be included therein, each part of the Registration Statement, any preliminary prospectus or the Prospectus, or any amendment thereof, does not contain, and did not contain, when such part of the Registration Statement (or supplement theretosuch amendment) became effective, shall contain any untrue statement of a material fact or omit to state, and did not omit to state when such part of the Registration Statement (or such amendment) became effective, any material fact required to be stated therein or necessary to make the statements therein not misleading; , and the Prospectus, as amended or supplemented, does not include and did not include as of its date, or the time of first use within the meaning of the Rules and Regulations, any untrue statement of a material fact or omit to state and did not omit to state as of its date, or the time of first use within the meaning of the Rules and Regulations, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (iiiB) neither (1) the Time of Sale Disclosure Package nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, include, nor included as of the Time of Sale any untrue statement of a material fact or omits, or omitted as of the Time of Sale, to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the Time of Sale, there shall have beenhas occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth, since and there has been no document required to be filed under the Exchange Act that upon such filing would be deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or into the Prospectus that has not been so filed, (D) subsequent to the respective dates as of which information is given, no material adverse change given in the condition (financial or otherwise)Time of Sale Disclosure Package, business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have subsidiaries has incurred any material liabilities or material obligations, direct or contingent, or entered into any material transactiontransactions, contract or agreement not in the ordinary course of business other than business, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock, and except as referred to or contemplated disclosed in the Registration Statement; Time of Sale Disclosure Package and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or there has not been any change in equity shall be pending or, the capital stock (other than a change in the number of outstanding shares of Common Stock due to the Company’ knowledgeissuance of shares upon the exercise of outstanding options or warrants or the conversion of outstanding convertible securities), threatened against or any material change in the short-term or long-term debt except for the extinguishment thereof, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company or any of its Subsidiaries that would be required to be set forth subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the Registration Statementordinary course of business), and no proceedings shall be pending oror any loss by strike, to the Company’ knowledgefire, threatened against flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any of its Subsidiaries subsidiaries, and (E) except as stated in the Time of Sale Disclosure Package and in the Prospectus, there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company or any of its subsidiaries is a party before or by any commissioncourt or governmental agency, board authority or administrative agency in the United States body, or elsewhereany arbitrator, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to which might result in a any Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such dateChange. (ci) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you The Underwriters shall have received a signed opinion, dated as of letter from FINRA confirming that such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel has determined to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offeringof the offering contemplated hereby. (ij) At On the date of this AgreementClosing Date, the Representatives Shares, the Warrant Shares and the Underwriter Warrant Shares, shall have been conditionally approved for listing on NASDAQ. (k) The Company shall have furnished to the Underwriters and counsel for the Underwriters such additional documents, certificates and evidence as the Underwriters or counsel for the Underwriters may have reasonably requested. (l) The Underwriters shall have received an agreement the written agreements, substantially in the form of Annex A hereto signed by Schedule IV hereto, of the persons directors and executive officers of the Company listed on Schedule B heretoV to this Agreement. All such opinions, certificates, letters and such agreements shall other documents will be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection compliance with the sale of the Shares shall be provisions hereof only if they are reasonably satisfactory in form and substance to you the Underwriters and counsel to for the several Underwriters, and at . The Company will furnish the time of signing this Agreement and on the Closing Date, you and Underwriters with such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Date. If any of the conditions herein provided for in this Section shall not have been fulfilled as of the date indicated, all obligations of the several Underwriters under this Agreement may be cancelled by the Representatives by notifying the Company conformed copies of such cancellation on or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of opinions, certificates, letters and other documents as the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseshall reasonably request.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing Date, (i) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (c) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiid) On the Closing Date, there shall have beenbeen furnished to the Underwriters the opinion and negative assurance letters of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Schedule III. (e) The Underwriters shall have received a letter of Amper, Politziner & Xxxxxx, LLP, on the date hereof and on the Closing Date addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2 01 of Regulation S X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (f) On the Closing Date, prospects or results there shall have been furnished to the Underwriters a certificate, dated the Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of operations the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement are true and its subsidiariescorrect, taken in all material respects, as a wholeif made at and as of the Closing Date, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementShares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (jg) All proceedings taken at On or prior to each Closing Date in connection with before the sale of date hereof, the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel Underwriters shall have received each and every additional document“lock-up” agreements, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory form acceptable to you the Underwriters, duly executed by each director, officer and owner of 5% or more of the Company’s securities (with beneficial ownership determined pursuant to Rule 13d-3 under the Exchange Act). (h) The Company shall have furnished to the Underwriters and their counsel such counseladditional documents, certificates and evidence as you the Underwriters or such their counsel may have reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at all times through the Closing Date (as if made on the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company and the Selling Shareholder of each of their obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the satisfaction of the Representative. (b) At each Closing DateThe Ordinary Shares shall be approved for listing on Nasdaq, and satisfactory evidence thereof shall have been provided to the Representative and its counsel. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Representative, is material, or omit omits to state any a fact which, in the reasonable opinion of the Representative, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On the Closing Date, there shall have beenbeen furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letters of Sxxxxxxxx & Associates, P.C., U.S. securities counsel to the Company, related to the Company, the Selling Shareholder and the Shares, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (f) On the Closing Date, there shall have been furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letters of Cxxxxxx Dxxx & Pxxxxxx, Cayman Islands counsel to the Company, related to the Company, the Selling Shareholder and the Shares, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (g) On the Closing Date, there shall have been furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letters of Rxxxxxxxxx, local counsel to the Company, related to the Company, the Selling Shareholder and the Shares, dated the Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (h) The Underwriters shall have received a letter from KCCW Accountancy Corp., on the date hereof and on the Closing Date, addressed to the Underwriters, confirming that it is independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth given in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Final Prospectus, except changes as of a date not prior to the date hereof or more than five (5) days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (i) On the Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at On or prior to before the date hereof, the Representative shall have received duly executed lock-up agreement, substantially in the form of Exhibit A hereto (each Closing Date in connection with a “Lock-Up Agreement”), by and between the sale Representative and each of the Shares parties specified in Schedule IV. (k) The Company and the Selling Shareholder shall be reasonably satisfactory in form and substance to you and counsel have furnished to the several UnderwritersRepresentative and its counsel such additional documents, certificates and evidence as the Representative and its counsel may have reasonably requested. (l) The Company and the Selling Shareholder shall deliver or cause the Shares to be delivered by the Company to the Representative at the time of signing this Agreement and on the Closing Date, you and such counsel which shares shall have received each and every additional document, letter, opinion, certificate be delivered via The Depository Trust Company Deposit or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, Withdrawal at Custodian system for the Prospectus, the Registration Statement, the offer and sale accounts of the several Underwriters. (m) The Company and the Selling Shareholder shall deliver or cause the Shareholder Shares hereunderto be delivered, not later than the date of this Agreement, by the Selling Shareholder to the Representative, which shares shall be delivered via The Depository Trust Company Deposit or proceedings Withdrawal at Custodian system for the accounts of the several Underwriters. (n) On the Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and addressed to the Underwriters, duly executed by the Selling Shareholder, in customary form reasonably acceptable to the Representative. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters Underwriter hereunder to purchase the Underwritten Units are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If the filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) promulgated under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Pricing Disclosure Package or the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; and any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriter for additional information (to be included in the Registration Statement, the Pricing Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriter’s satisfaction. (b) At each Closing DateThe Common Stock, Warrants and Units shall be qualified for listing on the NASDAQ Capital Market. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriter shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Pricing Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus or Section 5(d) Writing, contains an untrue statement of a material fact which, in the Underwriter’s reasonable opinion, is material, or omit omits to state any a fact which, in the Underwriter’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; misleading and the Company shall not have promptly taken such action as is necessary to cure such untrue statement of material fact or material omission of fact. (iiie) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have been, since been furnished to the respective dates as Underwriter the opinion letter of which information is given, no material adverse change in the condition DLA Piper LLP (financial or otherwiseUS), businessdated the Closing Date and addressed to the Underwriter, prospects or results of operations of the Company in form and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except substance as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you Schedule II hereto. (g) The Underwriter shall have received at each Closing Date, a certificate on and as of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx Loeb & Markiles Loeb LLP, counsel to for the several UnderwritersUnderwriter, with respect to such matters as the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated herebyUnderwriter may reasonably request, and the Company such counsel shall have furnished to such counsel received such documents and information as they may have reasonably requested for the purpose of enabling request to enable them to pass upon such matters. (eh) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you The Underwriter shall have received a signed letterletter of Xxxxx Xxxxxxxx LLP, datedon the date hereof and on the Closing Date addressed to the Underwriter, respectivelyin a form acceptable to the Underwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such dateletter (or, from Xxxxxxxx & Company Certified Public Accountants PCwith respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package, addressed as of a date not prior to the Underwriters (with executed copies for each of date hereof or more than five days prior to the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statementsuch letter), the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice conclusions and findings of issuance. (h) FINRA shall have confirmed that it has not raised any objection said firm with respect to the fairness financial information and reasonableness of other matters required by the underwriting terms and arrangements for this offeringUnderwriter. (i) At On the Closing Date, there shall have been furnished to the Underwriter a certificate, dated the Closing Date and addressed to the Underwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, Agreement and such agreements shall be in full force and effect on prior to the Closing Date. (j) All proceedings taken at On or prior before the date hereof, the Underwriter shall have received duly executed “lock-up” agreements, in a form attached hereto as Exhibit B, between the Underwriter and each party named on Schedule III. (k) The Company shall have furnished to each the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. (l) On the Closing Date in connection with of the sale of the Shares Firm Units, there shall be reasonably satisfactory in form and substance to you and counsel have been issued to the several Underwriters, and at Underwriter the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing DateUnderwriter’s Warrants. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Underwriter by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Shares and the Warrants are subject to the accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the satisfaction of the Underwriters. (b) At each Closing DateThe Shares and the Warrant Shares shall be approved for listing on the Nasdaq, subject to official notice of issuance. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriters shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Underwriters, is material, or omit omits to state any a fact which, in the reasonable opinion of the Underwriters, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On the Closing Date and on each Option Closing Date, there shall have beenbeen furnished to the Underwriters the opinion and negative assurance letters of Pxxxxxx Coie LLP, counsel to the Company, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of Dxxxxxxxx Wxxxxx PLLC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to Underwriters. (g) The Underwriters shall have received a letter of M&K CPAs, PLLC, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth given in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Final Prospectus, except changes as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (i) On or before the date hereof, the Underwriters shall have received at duly executed lock-up agreement, substantially in the form of Exhibit B hereto (each Closing Datea “Lock-Up Agreement”), a certificate from each of the principal executive officer and parties specified in Schedule V. (j) On the principal financial or accounting officer Closing Date of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy sale of the representations of Firm Shares, the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company Underwriters’ Warrants shall have been met as of such dateissued to the Underwriters. (ck) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the The Company shall have furnished to such the Underwriters and their counsel such documents additional documents, certificates and evidence as they the Underwriters or their counsel may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Datecustomarily requested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Underwriters by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive Date or on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Option Closing Date, an Additional Closing Date or otherwiseas applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of each Underwriter hereunder to purchase the Underwriters hereunder Securities are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rules 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any state securities Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing DateThe Shares, the Warrant Shares and the Pre-Funded Warrant Shares shall be qualified and approved for listing on Nasdaq, subject to official notice of issuance. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omit omits to state any a fact which, in the Representative’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iiie) Between the date hereof and the Closing Date, (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have beenbeen furnished to the Representative the opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, corporate counsel for the Company, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (g) On the Closing Date, there shall have been furnished to the Representative an opinion and negative assurance letter from Xxxxxxx Procter LLP, the Company’s intellectual property counsel, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (h) On the Closing Date, there shall been furnished to the Representative a negative assurance letter from Xxxxxxxxxx Xxxxxxx LLP, counsel to the Underwriters, dated as of the Closing Date and addressed to the Representative, in form and substance reasonable satisfactory to the Representative. (i) The Representative shall have received a letter from Ernst & Young LLP, on the date hereof and on the Closing Date addressed to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), businessthe conclusions and findings of said firm, prospects or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company and its subsidiaries, taken as a whole, from that set forth or incorporated by reference in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus, except changes and other matters required by the Representative. (j) On the Closing Date, there shall have been furnished to the Representative a certificate, dated as of the Closing Date and addressed to the Representative, signed by the chief executive officer and the principal financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you shall have received at each Closing Date, a certificate of after the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing date of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed prior to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering. (i) At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (jk) All proceedings taken at On or prior to before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule V, between the Representative and each Closing Date in connection with the sale of the Shares parties set forth on Schedule V hereto. (l) The Representative shall have received electronic copies of the Pre-Funded Warrants and/or Warrants executed by the Company. (m) The Common Stock shall be reasonably satisfactory in form registered under the Exchange Act and substance shall be listed on Nasdaq, and the Company shall not have taken any action designed to you and counsel terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (n) The Company shall have furnished to the several UnderwritersRepresentative and its counsel such additional documents, certificates and at evidence as the time of signing this Agreement and on Representative or its counsel may have reasonably requested. (o) On the Closing Date, you and such counsel the Shares shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory been delivered via the Depository Trust Company system to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale accounts of the Shares hereunder, or proceedings at the Closing DateUnderwriters. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(x), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters Underwriter hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at all times through the Closing Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the satisfaction of the Underwriter. (b) At each Closing Date, The Shares and the Underwriter Warrant Shares shall be included for quotation on the OTCQB. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Underwriter shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Underwriter, is material, or omit omits to state any a fact which, in the reasonable opinion of the Underwriter, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; (iii) there shall have been, since the respective dates as of which information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date you and on each Option Closing Date, there shall have received been furnished to the signed opinionUnderwriter the opinion and negative assurance letters of Sheppard, dated as of such dateMullin, of K&L Gates Rxxxxxx & Hxxxxxx LLP, counsel to the Company, in the form set forth on Exhibit B hereto, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved by counsel for the UnderwritersUnderwriter. (g) As On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriter the opinion and negative assurance letter of Pxxxx Cxxxxxx LLP, counsel to the Underwriter, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (h) The Underwriter shall have received a letter of Axxxxxxx LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriter, confirming that they are independent public accountants within the meaning of the effective Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Common Stock shall be listed on Time of Sale Disclosure Package and the NASDAQ Global MarketFinal Prospectus, subject as of a date not prior to official notice the date hereof or more than five days prior to the date of issuance. (h) FINRA shall have confirmed that it has not raised any objection such letter), the conclusions and findings of said firm with respect to the fairness financial information and reasonableness of other matters required by the underwriting terms and arrangements for this offeringUnderwriter. (i) At On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriter a certificate, dated the Closing Date and on each Option Closing Date and addressed to the Underwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement, Agreement and prior to the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect Closing Date or on the Option Closing Date, as applicable. (j) All proceedings taken at On or prior to each Closing Date in connection with before the sale of date hereof, the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel Underwriter shall have received duly executed lock-up agreement (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and every between the Underwriter and each of the parties specified in Schedule V. (k) The Company shall have furnished to the Underwriter and its counsel such additional documentdocuments, letter, opinion, certificate certificates and evidence as the Underwriter or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such its counsel may have reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Underwriter by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive Date or on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Option Closing Date, an Additional Closing Date or otherwiseas applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 9 and Section 10 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several respective obligations of the several Underwriters hereunder to purchase the Securities are subject to the accuracy, as of the date hereof and at all times through the Closing Date, of and compliance with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to initiated or threatened by the knowledge Commission; any request of the Company or the Representatives, shall be contemplated by the Commission or the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any state securities Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or “Blue Sky” commissioner or authorityotherwise) shall have been complied with to the satisfaction of the Representative. (b) At each Closing DateThe Shares and the Warrant Shares shall be approved for listing on Nasdaq, subject to official notice of issuance. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement underwriting terms and arrangements. (d) The Representative shall be true not have reasonably determined, and correct with advised the same effect as if made on and as of such Closing Date and the Company shall have performed all of the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements Time of the Act and the Rules and Regulations, and neither the Registration StatementSale Disclosure Package, any preliminary prospectus or Preliminary Prospectus, the Prospectus, or any amendment thereof or supplement thereto, shall contain or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the reasonable opinion of the Representative, is material, or omit omits to state any a fact which, in the reasonable opinion of the Representative, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On the Closing Date, there shall have beenbeen furnished to the Representative, for the benefit of the Underwriters, the opinion and negative assurance letter of Xxxx Xxxxx LLP, counsel to the Company, each dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (f) On the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion and negative assurance letter of Xxxxxx & Ham LLP, intellectual property counsel to the Company, each dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (g) On the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion and negative assurance letter of Xxxxxxxx & Co., intellectual property counsel to Venus Concept Ltd., each dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (h) On the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion of Gornitzky & Co., Israeli counsel to Venus Concept Ltd., dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (i) On the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion and negative assurance letter of Xxxxxxx Procter LLP, counsel to the Underwriters, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (j) The Representative, for the benefit of the Underwriters, shall have received letters of each of MNP LLP and Deloitte & Touche LLP, on the date hereof and on the Closing Date, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change in the condition (financial or otherwise), business, prospects or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth given in the Registration Statement, each preliminary prospectus the Time of Sale Disclosure Package and the Prospectus, except changes as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (k) On the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, a certificate, dated the Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement indicates might occur after or any part thereof or any amendment thereof, (B) suspending the effective date qualification of the Registration StatementSecurities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending for that purpose has been instituted or, to the Company’ their knowledge, threatened against is contemplated by the Company Commission or any state or regulatory body; and (iii) There has been no occurrence of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company any event resulting or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; Effect during the period from and you after the date of this Agreement and prior to the Closing Date. (l) On or before the date hereof, the Representative shall have received at duly executed lock-up agreements (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between the Representative and each of the directors and officers of the Company and the security holders agreed upon by the Representative and the Company and listed on Schedule VI attached hereto. (m) On the Closing Date, a certificate there shall have been furnished to the Representative, for the benefit of the principal executive officer Underwriters, a certificate, dated the Closing Date and addressed to the principal financial Underwriters, signed by the secretary of the Company, in his or accounting her capacity as an officer of the Company, dated as of such in form and substance reasonably satisfactory to the Representative. (n) On the date hereof and on the Closing Date, evidencing compliance with the provisions Chief Financial Officer of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, with respect to the sufficiency of all corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested the Representative, for the purpose benefit of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinionUnderwriters, a certificate, dated as the respective dates of such date, of K&L Gates LLP, counsel delivery thereof and addressed to the CompanyUnderwriters, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed respect to the Underwriters (with executed copies for each of the Underwriters) certain financial information contained in the form heretofore approved by counsel for the Underwriters. (g) As of the effective date of the Registration Statement, the Common Stock shall be listed on Time of Sale Disclosure Package and the NASDAQ Global Market, subject to official notice of issuanceProspectus. (ho) FINRA The Company shall have confirmed that it has not raised any objection with respect furnished to the fairness Underwriters and reasonableness of their counsel such additional documents, certificates and evidence as the underwriting terms and arrangements for this offeringRepresentative or counsel to the Underwriters may have reasonably requested. (ip) At the date of this Agreement, the Representatives The Company shall have received an agreement substantially in duly and validly executed and delivered the form of Annex A hereto signed by the persons listed on Schedule B hereto, and such agreements shall be in full force and effect on the Closing Date. (j) All proceedings taken at or prior to each Closing Date in connection with the sale of the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel shall have received each and every additional document, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory to you and such counsel, as you or such counsel may reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing DateWarrants. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Representative by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder to purchase the Shares are subject to the accuracy, as of the date hereof and at the Closing Date (as if made at the Closing Date), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become effective under the Act and, at the Closing Date, remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the qualifications use of the Shares Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceedings for that purpose the issuance of such an order shall have been instituted before or, to the knowledge initiated or threatened; any request of the Company or the Representatives, shall be contemplated by the Commission or any state securities the Underwriters for additional information (to be included in the Registration Statement or “Blue Sky” commissioner the Time of Sale Disclosure Package or authorityotherwise) shall have been complied with to the Underwriters’ satisfaction. (b) At each Closing Date, The Shares shall be qualified for listing on the Nasdaq Capital Market. (ic) FINRA shall have raised no objection to the representations fairness and warranties reasonableness of the Company contained in this Agreement shall be true underwriting terms and correct with arrangements. (d) None of the same effect as if made on and as of such Closing Date and the Company Underwriters shall have performed all of reasonably determined, and advised the obligations and complied with all of the conditions hereunder on its part to be performed or complied with on or prior to the Closing Date; (ii) Company, that the Registration Statement, each preliminary prospectus and the Prospectus and any amendments or supplements thereto shall in all material respects conform to the requirements of the Act and the Rules and Regulations, and neither the Registration Statement, any preliminary prospectus Statement or the ProspectusTime of Sale Disclosure Package, or any amendment thereof or supplement thereto, shall contain any thereto contains an untrue statement of a material fact which, in the Underwriter’s reasonable opinion, is material, or omit omits to state any a fact which, in the Underwriter’s reasonable opinion, is material fact and is required to be stated therein or necessary to make the statements therein not misleading; . (iiie) On the Closing Date, there shall have beenbeen furnished to the Underwriters the opinion and negative assurance letters of Hxxxxx and Bxxxx, LLP, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to Rxxx, to the effect set forth in Schedule II. (f) The Underwriters shall have received two letters, one from Rxxxxxx LLP and one from BDO USA, LLP, on the date hereof and on the Closing Date addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given, no material adverse change given in the condition (financial Time of Sale Disclosure Package, as of a date not prior to the date hereof or otherwisemore than five days prior to the date of such letter), business, prospects or results the conclusions and findings of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, each preliminary prospectus and the Prospectus, except changes that the Registration Statement indicates might occur after the effective date of the Registration Statement, and neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or material obligations, direct or contingent, or entered into any material transaction, contract or agreement not in the ordinary course of business other than as referred to or contemplated in the Registration Statement; and (iv) except as set forth in each preliminary prospectus and the Prospectus, no action, suit or proceeding at law or in equity shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries that would be required to be set forth in the Registration Statement, and no proceedings shall be pending or, to the Company’ knowledge, threatened against the Company or any of its Subsidiaries before or by any commission, board or administrative agency in the United States or elsewhere, wherein an unfavorable decision, ruling or finding could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and you shall have received at each Closing Date, a certificate of the principal executive officer and the principal financial or accounting officer of the Company, dated as of such Closing Date, evidencing compliance with the provisions of this Subsection 5(b), and confirming the accuracy of the representations of the Company set forth in Section 1 hereof and confirming that all conditions set forth herein to be met by the Company have been met as of such date. (c) No Underwriter shall have discovered and disclosed to the Company prior to any Closing Date that the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, contains an untrue statement of a fact that in the reasonable opinion of counsel to the Representatives is material, or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) On each Closing Date you shall have received a signed opinion, dated as of such date, of Xxxxxx, Xxxxxxxx & Markiles LLP, counsel to the several Underwriters, said firm with respect to the sufficiency of all corporate proceedings financial information and other legal matters relating to this Agreement and the transactions contemplated hereby, and the Company shall have furnished to such counsel such documents as they may have reasonably requested for the purpose of enabling them to pass upon such matters. (e) On each Closing Date you shall have received the signed opinion, dated as of such date, of K&L Gates LLP, counsel to the Company, in form reasonably satisfactory to counsel for the Underwriters, together with signed or photostatic copies thereof for each of the other Underwriters. (f) At the time of the signing of this Agreement and on each Closing Date, you shall have received a signed letter, dated, respectively, as of each such date, from Xxxxxxxx & Company Certified Public Accountants PC, addressed to the Underwriters (with executed copies for each of the Underwriters) in the form heretofore approved required by counsel for the Underwriters. (g) As On the Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the effective date Company, in their capacity as officers of the Registration StatementCompany, the Common Stock shall be listed on the NASDAQ Global Market, subject to official notice of issuance. (h) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements for this offering.effect that: (i) At The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Annex A hereto signed by the persons listed on Schedule B hereto, Agreement and such agreements shall be in full force and effect on prior to the Closing Date. (jh) All proceedings taken at On or prior to each Closing Date in connection with before the sale of date hereof, the Shares shall be reasonably satisfactory in form and substance to you and counsel to the several Underwriters, and at the time of signing this Agreement and on the Closing Date, you and such counsel Underwriters shall have received each and every additional documentduly executed “lock-up” agreements, letter, opinion, certificate or other item dated and executed in a manner reasonably satisfactory form acceptable to you Rxxx, between the Underwriters and (1) each of the Company’s officers and directors set forth on Schedule III, and (2) Provident Pioneer Partners, L.P. (i) The Company shall have furnished to the Underwriters and their counsel such counseladditional documents, certificates and evidence as you the Underwriters or such their counsel may have reasonably request in connection with each preliminary prospectus, the Prospectus, the Registration Statement, the offer and sale of the Shares hereunder, or proceedings at the Closing Daterequested. If any of the conditions herein provided for condition specified in this Section 6 shall not have been fulfilled when and as of the date indicatedrequired to be fulfilled, all obligations of the several Underwriters under this Agreement may be cancelled terminated by the Representatives Rxxx by notifying notice to the Company of such cancellation on at any time at or prior to the applicable Closing Date. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of the First Closing Date, an Additional Closing Date or otherwiseand such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.