Common use of Deliveries Clause in Contracts

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. At Closing each party shall execute and deliver to the other and/or the Title Company the following documents: (a) On or prior to the Closing Date, the Company Seller shall deliver or cause to be delivered to each Purchaser and/or the followingTitle Company: (i) this Agreement a special warranty deed (the "Deed") to the Property in recordable form, duly executed by Seller and acknowledged and the Companysame form as set forth in Exhibit E attached hereto, conveying to Purchaser title to the Real Property, subject only to the Permitted Exceptions; (ii) a legal opinion xxxx of Company Counselsale duly executed by Seller and in the same form as set forth in Exhibit F attached hereto, in form conveying to Purchaser title to all personal property owned by Seller and substance reasonably satisfactory to located at the Placement AgentReal Property, directed to the Placement Agent and the Purchasersif any; (iii) an assignment to Purchaser of the Company’s wire instructions, on Company letterhead and Leases duly executed by Seller and in the Chief Executive Officer or Chief Financial Officersame form as set forth in Exhibit G attached hereto; (iv) subject an assignment to Purchaser of the Service Contracts being assumed hereunder (to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”extent assignment is not prohibited by their terms) Shares equal to each Purchaser’s Subscription Amount divided duly executed by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered Seller and in the name of such Purchasersame form as set forth in Exhibit H attached hereto; (v) for each a general assignment to Purchaser of Prethe licenses and permits affecting the Property, the trade names "The Falls" and "The Falls Shopping Center", the Intangible Property and Seller's right with respect to the merchant's association and/or promotional funds, if any and any existing guarantees and warranties under construction contracts, if any, (all to the extent assignment is not prohibited by their terms) duly executed by Seller and in the same form as set forth in Exhibit I attached hereto; (vi) a non-Funded Warrants foreign transferor certification pursuant to Section 2.11445 of the Internal Revenue Code and any similar provisions of applicable state law, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to same form as set forth on Exhibit J attached hereto (the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein"Affidavit"); and (vivii) a certified resolution of Seller signed by all of the Preliminary Prospectus general partners of Seller certifying that Seller has the legal power, right and authority to consummate the Prospectus sale of the Property, and that HCMC is authorized to sign the Closing Documents, and a certified resolution of HCMC and an incumbency certificate authorizing the person and entity who signed this Agreement and who sign the Closing documents to sign the Closing Documents; (viii) All documents and instruments required by the Title Company to satisfy the requirements of the title commitment and issue the policy pursuant thereto to Purchaser. (ix) Evidence of termination of the existing management agreement and release by property manager from HCMC and Xxxxxxx Properties of Florida, Ltd.; (x) The originals (or if unavailable, a copy certified by Seller as true and correct) of all of the Leases and Service Contracts (which items may be delivered by Seller by leaving the same at the Property); (xi) To the extent in accordance with Rule 172 under the Securities Actpossession or control of or reasonably available to Seller, the original (or, if originals are unavailable, copies) of all of the Intangible Property (which items may be delivered by Seller by leaving the same at the Property); (xii) To the extent in the possession or control of or reasonably available to Seller, all plans and specifications, keys, records and all leasing files and correspondence files relating to and located at the Property (which items may be delivered by Seller by leaving the same at the Property); (xiii) Duly transferred security deposits which are held in the form of letters of credit; (xiv) Copies of the most recent aged account receivable trial balance, rent roll and operating statements; and (xv) A release of any claim against the Property by Eastdil Realty Company, L.L.C., broker for Seller. (b) On Purchaser shall deliver to Seller or the Title Company: (i) the Cash Balance, by wire transfer, as provided in Section 2.2 hereof; (ii) an assumption duly executed by the Purchaser of the assignments described in Sections 4.3(a)(iii), (iv) and (v); and (iii) a certified resolution of Purchaser's partnership committee certifying that Purchaser has the legal power, right and authority to consummate the purchase of the Property and authorizing signatories to execute the Closing Documents and a certified incumbency certificate authorizing the person and entity who signed this Agreement and who sign the Closing Documents to sign such documents. (c) Seller and Purchaser shall jointly deliver to the Title Company: (i) A closing statement; (ii) All transfer declarations or similar documentation required by law; (iii) Letters to the tenants of the Property in the form of Exhibit K attached hereto (Seller shall execute separate letters for the Anchor Tenants, Outlot Tenants and United Artists and, at Purchaser's request, for any other tenant; provided that Purchaser prepares and delivers any such notice to Seller for its review and approval (which shall not be unreasonably withheld) not less than five (5) days prior to Closing); and (iv) Notices in substantially the form attached hereto as Exhibit L attached hereto to the other party to each Service Contract assumed by Purchaser pursuant to Section 3.2(c) of this Agreement. (d) The Title Company shall deliver to Purchaser an initialed xxxx-up of the Title Commitment, extending the effective date to the Closing Date, each insuring Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price as owner of the Pre-Funded WarrantsReal Property, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesremoving all exceptions other than Permitted Exceptions.

Deliveries. (a) On or prior to At the Closing DateClosing, the Company each CaymanCo Shareholder shall deliver deliver, or cause to be delivered delivered, to each Purchaser the followingCompany: (i) this Agreement if required, an instrument of transfer duly executed by such CaymanCo Shareholder with respect to all of the CaymanCo Shares of such CaymanCo Shareholder in favor of the Company, substantially in the form attached hereto as Exhibit A to this Agreement; (ii) a legal opinion an extract of Company Counsel, in form and substance reasonably satisfactory the register of members of CaymanCo evidencing the transfer of the CaymanCo Shares of such CaymanCo Shareholder to the Placement AgentCompany, directed to certified by the Placement Agent and the Purchasersregistered office provider of CaymanCo; (iii) the applicable cash amount set forth on Schedule A-1 by wire transfer of immediately available funds in U.S. dollars to the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;bank account set forth in Schedule E hereto; and (iv) subject if the CaymanCo Shareholder Affiliate of such CaymanCo Shareholder is not a “Shareholder” (as defined therein) under the Shareholders Agreement prior to the penultimate sentence of Section 2.1Closing, a copy of the irrevocable instructions Joinder Agreement to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided Shareholders Agreement duly executed by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise CaymanCo Shareholder Affiliate of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)CaymanCo Shareholder. (b) On or prior to At the Closing DateClosing, each Purchaser UEC Option Holder shall deliver deliver, or cause to be delivered delivered, to the Company a copy of the followingJoinder Agreement to the Shareholders Agreement duly executed by the UEC Option Holder Affiliate of such UEC Option Holder, if the UEC Option Holder Affiliate of such UEC Option Holder is not a “Shareholder” (as defined therein) under the Shareholders Agreement prior to the Closing. (c) At the Closing, the Company shall deliver to each Purchaser that is a CaymanCo Shareholder Affiliate or UEC Option Holder Affiliate a copy of an extract of the relevant portion of the updated register of members reflecting the issuance to such Purchaser of its Subscription Shares set forth on Schedule A-1 and Schedule A-2. (d) As soon as reasonably practicable after the Closing, the Company will: (i) this Agreement duly executed provide a copy of an extract of the relevant portion of the updated register of members reflecting such issuance of the Subscription Shares, certified by such Pxxxxxxxxthe registered office provider of the Company; and (ii) if requested by such PurchaserCaymanCo Shareholder or UEC Option Holder Affiliate, deliver to such CaymanCo Shareholder or UEC Option Holder Affiliate the original share certificate issued in its name representing its Subscription Shares. (e) At such time at or after the Closing as determined by the Company (but no later than one (1) month after the Closing unless otherwise agreed by the Company and the relevant UEC Option Holder), the Company shall grant each UEC Option Holder that number of Company Options set forth opposite such UEC Option Holder’s Subscription Amount (minusname on Schedule A-2, if applicable, a Purchasers aggregate exercise price subject to compliance with the terms of the Pre-Funded Warrants2017 Share Option Plan of the Company. In connection with such grant of Company Options, which amounts each UEC Option Holder agrees that he shall be paid as execute and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with deliver to the Company or its designeesa copy of an option award agreement in such form as required under the 2017 Share Option Plan with respect to the applicable number of Company Options set forth opposite such UEC Option Holder’s name on Schedule A-2.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate sentence provision of Section 2.12.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an exercise price equal to $0.00001Price, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchaserseach Purchaser; (iii) a legal opinion of IP Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of such Purchaser’s Shares and/or Pre-Funded Warrant Shares (as applicable), with an exercise price equal to $_____, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Pre-Funded Warrants divided by the Per Share Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001, subject to adjustment therein; (viii) the duly executed Warrant Agency Agreement; (ix) on the date hereof, the duly executed Lock-Up Agreements; and (vix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateCarbonics shall deliver, the Company shall deliver or cause to be delivered delivered, the following items prior to each Purchaser the following“Closing:” (i) this Agreement duly executed Evidence, satisfactory to New Earthshell, that all amounts owed (including all principal and accrued interest) under the unsecured convertible debentures held by the Company;RAKJ Holdings, Inc. have been paid in full. (ii) Letter agreement from Minority Interest Fund (II), LLC (“MIF”) confirming that they will convert the outstanding principal and accrued interest under the MIF Debentures into 500,000,000 shares of Carbonics common stock, in satisfaction in full of all the MIF Debentures. (iii) Opinion letter from Carbonics’ attorney concluding that (i) shareholder approval is not required in connection with the acquisition of the Westport LLC Interest by Buyer and the related transactions contemplated by this Agreement, and (i) that Carbonics is not, and since January 1, 2009 Carbonics has never been, an issuer described in paragraph (i)(1)(i) (a legal opinion shell company) of Company CounselRule 144 of the Securities Act. (iv) Agreement reversing the purported Series D Preferred shares pursuant to those certain settlement agreements with two former shareholders of Sustainable Systems, Inc., in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser;New Earthshell. (v) for each Purchaser Letter agreement from MIF, in form and substance satisfactory to Seller, agreeing that it will (a) assume all payment obligations with respect to the default judgment entered against Carbonics in favor of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered Golden State Equity Investors (“GSEI”) in the name amount of such Purchaser to purchase up to a number of shares of Common Stock equal $62,500.00 (“GSEI Judgment”); (b) obtain GSEI’s written agreement (i) to the portion assumption of such Purchaser’s Subscription Amount applicable the GSEI Judgment obligations by MIF; (ii) that GSEI will look solely to Pre-Funded Warrants divided by MIF with the Per Share Purchase Price minus $0.00001, respect to enforcement of the GSEI Judgment and (iii) that GSEI will release Carbonics from any liability in connection with an exercise price equal to $0.00001, subject to adjustment thereinthe GSEI Judgment; andand (c) indemnify and hold harmless Carbonics and Westport from liability of any kind in connection with the GSEI Judgment. (vi) Carbonics shall provide an opinion letter from its attorney confirming that the Preliminary Prospectus assignment of certain debentures issued by GS AgriFuels Corporation to Carbonics was not effective and the Prospectus (which may that such GS AgriFuels Debentures cannot be delivered in accordance with Rule 172 under the Securities Act)enforced against Carbonics. (bvii) On or Certification in form and substance satisfactory to New Earthshell confirming that the Carbonics Entities are not subject to any consulting agreements and that all such prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:agreements have expired and are of no further force and effect. (iviii) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of Such other pre-closing deliveries as the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesparties may agree upon.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) to the Purchasers via Placement Agent, this Agreement duly executed by the CompanyCompany (to be delivered on the date hereof); (ii) to the Placement Agent and the Purchasers via Placement Agent, a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) to the Purchasers via Placement Agent, subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) to the Purchasers via Placement Agent, subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver to the Purchasers via Placement Agent, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser to the Placement Agent, a lock-up agreement executed by Motorsport Network, LLC, a Florida limited liability company (“Parent”), with respect to the securities issued to Parent in one or a series of Pre-Funded Warrants transactions pursuant to Section 2.1which Parent exchanges the indebtedness of the Company to Parent into securities of the Company (each, a signed Pre-Funded Warrant registered in “Debt to Equity Exchange”) for a period from the name of such Purchaser to purchase up to a number of shares of Common Stock equal to date hereof until thirty (30) days after the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment thereinClosing Date; and (vi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) to the Company via Placement Agent, this Agreement duly executed by such PxxxxxxxxPurchaser (to be delivered on the date hereof); and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided the Purchasers through the Placement Agent with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to such Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001, subject to adjustment thereintherein (such Warrant certificate will be delivered within three (3) Trading Days of the Closing Date); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of such Purchaser’s Shares, with an exercise price equal to $3.00, subject to adjustment therein (such Warrant certificate will be delivered within three (3) Trading Days of the Closing Date); and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of such Purchaser’s Shares plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $_____, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the The Company shall deliver or cause to be delivered to each Purchaser Underwriter (if applicable) the following: (i) this Agreement duly executed by At the Company; (ii) a legal opinion of Company CounselClosing Date, in form and substance reasonably satisfactory to the Placement AgentClosing Shares, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (“DWAC”ii) Shares equal to each Purchaser’s Subscription Amount divided by At the Per Share Purchase Price (minus Closing Date, the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), Closing Warrants in certificated form registered in the name of or names and in such Purchaserauthorized denominations as the applicable Underwriter may request in writing at least two full Business Days prior to the Closing Date; (viii) for each Purchaser of Pre-Funded Warrants pursuant At the Closing Date, to Section 2.1the Representative only, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 3% of the portion of such Purchaser’s Subscription Amount applicable to Closing Shares and Pre-Funded Warrants divided by issued on the Per Share Purchase Price minus $0.00001Closing Date, with for the account of the Representative (or its designees), which Warrant shall have an exercise price equal to $0.00001of $ , subject to adjustment therein, and registered in the name of the Representative, which Warrants shall be exercisable immediately, and have a term of exercise expiring on the three year anniversary of the effective date of the Registration Statement and shall be in the form of Exhibit E-3 attached hereto; (iv) Contemporaneously herewith, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A attached hereto and as to the Closing Date a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative to the Company, including, without limitation, a negative assurance letter, addressed to the Representative and in form and substance satisfactory to the Representative; (v) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date; (vi) Contemporaneously herewith and on the Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (vii) Contemporaneously herewith and on the Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and (viviii) Contemporaneously herewith, the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Preand delivered Lock-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesUp Agreements.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion opinions of Company Cayman and BVI Counsel, in form Company Hong Kong Counsel, Company PRC Counsel and substance reasonably satisfactory to the Placement AgentCompany U.S. Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price Price, registered in the name of such Purchaser (minus the number of shares of Common Stock Ordinary Shares issuable upon exercise of such Purchaser’s Pre-Funded WarrantWarrants, if applicable), ; (v) an Ordinary Share Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to [___]% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $[___] per Ordinary Share, subject to adjustment therein; (vvi) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001 per Ordinary Share, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) subject to the eighth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate eighth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Company’s Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantWarrants, if applicable), registered in the name of such Purchaser; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [___]% of the sum of such Purchaser’s Shares and Pre-Funded Warrants, if applicable, with an exercise price equal to $[_____], subject to adjustment therein, via The Depository Trust Company Deposit or Withdrawal at Custodian system; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and; (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); and (viii) on the date hereof, the duly executed Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of (w) Company Counsel with respect to U.S. laws and securities matters (including, without limitation, a legal opinion of Company Counselnegative assurance letter or statement) and (x) Canadian Counsel with respect to Canadian laws, each in form and substance reasonably acceptable to Xxxx, the Placement Agent and each Purchaser; (iii) a cold comfort letter, addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers, from the Company’s independent registered public accounting firm; (iiiiv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.01, with an exercise price equal to $0.01, subject to adjustment therein; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.01, with an exercise price equal to $0.01, subject to adjustment therein; (vi) duly executed Officers’ Certificate and Secretary’s Certificate, in customary form reasonably acceptable to the Placement Agent; (vii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivviii) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vix) for each Purchaser of Prethe duly executed Lock-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment thereinUp Agreements; and (vix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company CounselCounsel and Australian Company Counsel to the Company, in form and substance forms reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of in Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares ADSs equal to each such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Warrant ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the Per Share Prefunded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Shares purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees; and (iii) such Purchaser’s Subscription Amount, with respect to the Pre-Funded Warrants purchased by such Purchaser, if any, by wire transfer to the account specified by the Company in Section 2.2(a)(iii) above, or as otherwise agreed by the Company and the Placement Agent.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, US Counsel and Company Israeli Counsel in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) a legal opinion of Company Cayman Islands Counsel, in form acceptable to the Placement Agent and Purchasers; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, if such Purchaser is acquiring Units, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) for to each Purchaser of that will receive any Pre-Funded funded Warrants in lieu of Shares pursuant to Section 2.1, a signed Pre-Funded Warrant funded Warrants, each registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001one (1) Ordinary Share, with an unpaid exercise price equal to $0.000010.01 per Ordinary Share, subject such Pre-funded Warrants exercisable in the aggregate for a total number of Ordinary Shares equal to adjustment therein; andthe number of Pre-funded Warrants set forth on such Purchaser’s signature page (such Pre-funded Warrant shall be delivered on the Closing Date); (vivii) such number of Investor Warrants equal to [__]% of the Preliminary Prospectus and the Prospectus (which may number of Ordinary Shares to be delivered in accordance with Rule 172 under sub-Section (vi) above (plus the Securities Actnumber of Investor Warrants equal to [__]% of the number of Ordinary Shares underlying Pre-funded Warrants to be delivered in accordance with sub-Section (vi) above); (viii) on the Closing Date, the duly executed and delivered Secretary’s Certificate, in form and substance reasonably satisfactory in all respects to the Placement Agent; (ix) the Lock-Up Agreements; and (x) the Final Prospectus. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minusless, if applicable, a Purchasers the aggregate $0.01 unpaid exercise price per Ordinary Share of the Pre-Funded Warrants, which amounts shall be paid as and when funded Warrants issuable to such Pre-Funded Warrants are exercised for cashPurchaser hereunder), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate sentence provision of Section 2.12.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock and Pre-Funded Warrants, as applicable, with an exercise price equal to $0.00001[●] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; (viii) a cold comfort letter, addressed to the Placement Agent, in form and substance reasonably acceptable to the Placement Agent and the Purchasers, from the Company’s independent registered public accounting firm; (ix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers; (x) a legal opinion of the Company’s IP Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers; (xi) duly executed Officers’ Certificate in customary form reasonably acceptable to the Placement Agent; (xii) duly executed Secretary’s Certificate in customary form reasonably acceptable to the Placement Agent; (xiii) duly executed Chief Financial Officer Certificate in customary form reasonably acceptable to the Placement Agent; and (vixiv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as Shares and when Warrants purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to At the Closing DateClosing, the Company Compuware shall deliver or cause to be delivered to each Purchaser Covisint all of the followingTransferred Assets, and in furtherance thereof: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser Compuware shall deliver or cause to be delivered to Covisint all of the Company Assigned Contracts with such assignments thereof and consents to assignments as are necessary to transfer to Covisint Compuware’s full right, title and interest in the following:same; (iii) this Agreement duly executed Compuware shall execute and deliver to Covisint a xxxx of sale and assignment and assumption agreement in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale and Assignment and Assumption Agreement”) transferring the tangible personal property included in the Transferred Assets to Covisint and effecting the assignment to and assumption by such PxxxxxxxxCovisint of the Transferred Assets and the Assumed Liabilities; (iii) Compuware shall execute and deliver to Covisint a Copyright Assignment in substantially the form attached hereto as Exhibit B (the “Copyright Assignment”) transferring all of Compuware’s right, title and interest in and to the copyrights included in the Transferred Intellectual Property to Covisint; (iv) Compuware shall execute and deliver to Covisint a Domain Name Assignment in substantially the form attached hereto as Exhibit C (the “Domain Name Assignment”) transferring all of Compuware’s right, title and interest in and to the domain names included in the Transferred Intellectual Property to Covisint; (v) Compuware shall execute and deliver to Covisint a Patent Assignment in substantially the form attached hereto as Exhibit D (the “Patent Assignment”) transferring all of Compuware’s right, title and interest in and to the patents included in the Transferred Intellectual Property to Covisint; and (iivi) such PurchaserCompuware shall execute and deliver to Covisint a Trademark Assignment in substantially the form attached hereto as Exhibit E (the “Trademark Assignment”) transferring all of Compuware’s Subscription Amount right, title and interest in and to the trademarks included in the Transferred Intellectual Property to Covisint. (minusb) At the Closing, if applicable, a Purchasers aggregate exercise price Covisint shall deliver or cause to be delivered to Compuware the Xxxx of the Pre-Funded Warrants, which amounts shall be paid as Sale and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesAssignment and Assumption Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate sentence provision of Section 2.12.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an exercise price equal to $0.00001Price, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Series A-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and, if applicable, the Warrant Shares underlying such Purchaser’s Pre-Funded Warrants on the date hereof, with an exercise price equal to $___, subject to adjustment therein; (vi) a Series A-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and, if applicable, the Warrant Shares underlying such Purchaser’s Pre-Funded Warrants on the date hereof, with an exercise price equal to $___, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.01, with an exercise price equal to $0.000010.01, subject to adjustment therein; (viii) on the date hereof, the duly executed Lock-Up Agreements; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateAt Closing, the Company Buyer shall deliver to Seller (or cause to be delivered Escrow Agent (as defined in the Real Property Purchase and Sale Agreement) for further disbursement to each Purchaser Seller) the following: (i) this the Purchase Price in immediately available funds, of which $2,500,000 (the “Holdback Amount”) shall be delivered to the Indemnity Escrow Agent (if not previously delivered) to hold under the Indemnity Escrow Agreement duly executed by and the Company;balance shall be delivered to Seller at Closing. (ii) a legal opinion A copy of Company Counselresolutions duly adopted by Buyer’s Manager authorizing and approving Buyer’s performance of the transactions contemplated herein and the execution and delivery of all documents in connection with such transactions, certified by the secretary or manager of Buyer, as true and in full force as of the Closing Date. (iii) A certificate executed by an authorized member, manager, or officer of Buyer certifying that, as of the Closing Date, all of the representations and warranties of Buyer are true and correct in all material respects and that each and every covenant and agreement to be performed by Buyer prior to or as of the Closing Date pursuant to this Agreement has been performed in all respects. (iv) A certificate of existence in good standing for Buyer from the State of its formation dated within fourteen (14) days of the Closing Date. (v) Assignment and assumption of the Assigned Contracts , together with consents to the assignments where noted on Schedule 3 (d). as necessary, in form and substance reasonably satisfactory to Buyer (the Placement Agent“Assignment of Contracts”), directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; andBuyer. (vi) the Preliminary Prospectus The Indemnity Escrow Agreement executed by Buyer and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Buyer’s Affiliates as named therein. (b) On At Closing, Seller shall deliver to Buyer (or prior to Escrow Agent on behalf of Buyer), at Seller’s sole cost and expense, such bills of sale, endorsements, assignments, and other good and sufficient instruments of conveyance and transfer as provided for herein, and any other instruments in form and substance reasonably acceptable to Buyer as shall be necessary to vest effective in Buyer all right, title, and interest in and to the Closing DateAssets, each Purchaser shall deliver or cause to be delivered to the Company free and clear of all Encumbrances (except as provided herein), including without limitation, the following: (i) Duly executed Xxxx of Sale with respect to the Assets in the form and substance of Exhibit “A” attached hereto and incorporated herein by this Agreement duly executed by such Pxxxxxxxx; andreference (the “Xxxx of Sale”), and an Assignment of Trademarks, URLs and Telephone Numbers. (ii) Fully and properly executed transfers of MCOs, titles, or such Purchaser’s Subscription Amount instruments of title and other documents required to properly transfer Seller’ right, title and interest in and to the New Vehicles and Used Vehicles , and any other titled Assets to Buyer. (minusiii) A certificate executed by an authorized member, if applicablemanager, a Purchasers aggregate exercise price or officer of Seller certifying that, as of the Pre-Funded WarrantsClosing Date, which amounts shall all of the representations and warranties of Seller are true and correct in all material respects and that each and every covenant and agreement to be paid performed by such Seller prior to or as of the Closing Date pursuant to this Agreement has been performed in all respects. (iv) A certificate of existence in good standing for Seller from the State of its formation dated within fourteen (14) days of the Closing Date. (v) A copy of resolutions duly adopted by each of Seller and when LMP for the Necessary Seller Approvals authorizing and approving such Pre-Funded Warrants are exercised for cash)Seller’s performance of the transactions contemplated herein and the execution and delivery of all documents in connection with such transactions, which shall be made available for DVP settlement with certified by the Company or its designeesmanager of each Seller, as true and in full force as of the Closing Date.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantPrefunded Warrants, if applicable), ; (v) a Series C Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares issuable on the date hereof, with an exercise price equal to $[____], subject to adjustment therein; (vvi) a Series D Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares issuable on the date hereof, with an exercise price equal to $[____], subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (viii) on the date hereof, the duly executed Lock-Up Agreements; and (viix) the Preliminary Pricing Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) if applicable, for each Purchaser of Pre-Funded Warrants Units pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Common Stock Unit Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001 per share of Common Stock, subject to adjustment therein; (vi) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Common Stock Units and Pre-Funded Common Stock Units on the date hereof, with an exercise price equal to $___ per share of Common Stock, subject to adjustment therein; and (vivii) a Series B Warrant registered in the name of such Purchaser to purchase up to a number of Series B Units equal to 100% of the sum of such Purchaser’s Common Stock Units and Pre-Funded Common Stock Units on the date hereof, with an exercise price equal to $___ per share of Common Stock, subject to adjustment therein; (viii) on the date hereof, the duly executed Lock-Up Agreements; and (ix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsCommon Stock Units issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Initial Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Initial Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in a form reasonably acceptable to the Initial Purchaser and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the CompanyCompany shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sixth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Initial Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Initial Purchaser; (v) for each a Warrant registered in the name of such Initial Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $2.94, subject to adjustment therein; (vi) for each Initial Purchaser of Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Initial Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Initial Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (vii) within one (1) Business Day after the Initial Closing Date, evidence of the Company’s repayment of $7,500,000 of the principal balance of the Company’s Convertible Promissory Note issued to Growth Capital Partners, LLC, effective April 18, 2022 (the “GCP Note”); and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Initial Closing Date, each Initial Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such PxxxxxxxxInitial Purchaser; and (ii) to the Escrow Agent, such Initial Purchaser’s Subscription Amount by wire transfer to the account specified in the Escrow Agreement. (minusc) On or prior to each Subsequent Closing Date (except as indicated below), if applicablethe Company shall deliver or cause to be delivered to each Subsequent Purchaser the following: (i) this Agreement duly executed by the Company; provided that this Agreement shall be delivered on or prior to the Initial Closing Date; (ii) a legal opinion of Company Counsel, substantially in a form reasonably acceptable to the Subsequent Purchaser and the Placement Agent; (iii) the Company shall have provided each Subsequent Purchaser with the Escrow Agent’s wire instructions; (iv) subject to the sixth sentence of Section 2.1, a Purchasers aggregate exercise price copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via DWAC Shares equal to such Subsequent Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Subsequent Purchaser; (v) a Warrant registered in the name of such Subsequent Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Subsequent Purchaser’s Shares and Pre-Funded WarrantsWarrant Shares, with an exercise price equal to $2.94, subject to adjustment therein; (vi) for each Subsequent Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Subsequent Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Subsequent Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; and (vii) the Prospectus and Prospectus Supplement (which amounts shall may be paid delivered in accordance with Rule 172 under the Securities Act). (d) On or prior to each Subsequent Closing Date (except as and when such Pre-Funded Warrants are exercised for cashindicated below), which each Subsequent Purchaser shall deliver or cause to be made available for DVP settlement with delivered to the Company or its designeesthe Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Subsequent Purchaser; provided that this Agreement shall be delivered on or prior to the Initial Closing Date; and (ii) to the Escrow Agent, such Subsequent Purchaser’s Subscription Amount by wire transfer to the account specified in the Escrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Israeli Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) a legal opinion of Company US Counsel, in form acceptable to the Placement Agent and Purchasers; (iv) the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) the Lock-Up Agreements; (vi) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each the portion of such Purchaser’s Subscription Amount applicable to Class A Units divided by the Per Share Class A Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Class B Units, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Class B Units divided by the Per Share Class B Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001, subject to adjustment therein; (viii) a Series A Warrant registered in the name of each such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of the aggregate number of Shares and the Pre-Funded Warrant Shares underlying the Pre-Funded Warrants initially issuable on the date hereof, if any, purchased by such Purchaser with an exercise price equal to $[___], subject to adjustment therein; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with regard to the Pre-Funded WarrantsWarrants purchased by such Purchaser, which amounts shall be paid if any, by wire transfer to the account specified by the Company in Section 2.2(a)(iv) above, or as otherwise agreed by the Company and when the Placement Agent; and (iii) such Pre-Funded Warrants are exercised for cash)Purchaser’s Subscription Amount with regard to the Shares purchased by such Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001 per share of Common Stock, subject to adjustment therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Pre-Funded Warrant Shares, if applicable, with an exercise price equal to $0.52 per share, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory subject to the Placement Agentseventh sentence of Section 2.1, directed to the Placement Agent and the Purchasers; (iii) Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate seventh sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (iv) A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 150% of such Purchaser’s Shares (or Pre-Funded Warrant Shares), with an exercise price equal to $_____, subject to adjustment therein; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Pre-Funded Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001, subject to adjustment therein; and (vi) the duly executed Warrant Agency Agreement; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viii) the Preliminary Prospectus and the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the The Company shall deliver or cause to be delivered to each Purchaser Underwriter (if applicable) the following: (ia) this Agreement duly executed by At the Company; (ii) a legal opinion of Company CounselClosing Date, in form and substance reasonably satisfactory the Closing Shares and, as to each Option Closing Date, if any, the Placement Agentapplicable Option Shares, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (“DWAC”b) Shares equal At the Closing Date, the Closing Warrants and, as to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantOption Closing Date, if applicable)any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters in certificated form registered in the name of or names and in such Purchaserauthorized denominations as the applicable Underwriter may request in writing at least one (1) Business Day prior to the Closing Date and, if any, each Option Closing Date; (vi) for each Purchaser of Pre-Funded Warrants pursuant At the Closing Date to Section 2.1the Representative only, a signed Pre-Funded Warrant registered in (the name of such Purchaser “Representative Warrant”) to purchase up to a number of shares of Common Stock equal to 5% of the portion sum of such Purchaser’s Subscription Amount applicable to Pre-Funded the aggregate Closing Shares and aggregate number of shares of Common Stock underlying the Closing Warrants divided by issued on the Per Share Purchase Price minus $0.00001Closing Date, with for the account of the Representative (or its designees), which Warrant shall have an exercise price equal to of $0.00001____[2], subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Closing Warrants, and (ii) at any and all Option Closing Dates to the Representative only, a Representative to purchase up to a number of shares of Common Stock equal to 5% of the sum of the aggregate Option Closing Shares and aggregate number of shares of Common Stock underlying the Option Closing Warrants issued on such Option Closing Date, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $____[3], subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Option Closing Warrants. The Representative Warrants shall be exercisable at 110% of the public offering price in the Offering. The Representative Warrants and the underlying Common Stock shall be subject to a lock-up restriction pursuant to the rules of FINRA and in particular FINRA Rule 5110(g)(1), for a period of 180 days immediately following the Effective Date, and expire five (5) years from the Effective Date. The Representative Warrants shall include a "net issuance" or "cashless" exercise feature; (d) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; ______________________________________ [2] 110% of the Public Warrant Exercise Price [3] 110% of the Public Warrant Exercise Price (e) Contemporaneously herewith and at the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinion of intellectual property legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (g) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (h) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement Contemporaneously herewith, the duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Preand delivered Lock-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesUp Agreements.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, in a form and substance reasonably satisfactory acceptable to the Placement Agent, directed to which the Placement Agent and the PurchasersPurchasers can also rely upon; (iii) the CompanyPlacement Agent shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and; (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).; (b) On or prior to the Closing Date, each Purchaser shall deliver deliver, or cause to be delivered delivered, to the Company or the following: (i) Placement Agent this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) and to the Escrow Agent such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company U.S. Counsel, in substantially the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersset forth on Exhibit B hereto; (iii) a legal opinion of Company Irish Counsel, in substantially the form set forth on Exhibit C hereto; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each the portion of such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price (minus rounded down to the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicablenearest whole Share), registered in the name of such Purchaser; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.01, subject to adjustment therein; (vi) an Ordinary Share Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 75% of such Purchaser’s Shares, with an exercise price equal to $0.65, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with regard to the Pre-Funded Warrants, which amounts shall be paid as Shares and when Ordinary Share Warrants purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee, and such Purchaser’s Additional Subscription Amount, which shall be included in such Purchaser’s Subscription Amount to be made available for “Delivery Versus Payment” settlement with the Company or shall be separately delivered to the Company pursuant to the Company’s wire instructions as provided pursuant to Section 2.2(a)(iv) herein; and (iii) such Purchaser’s Subscription Amount with regard to the Pre-Funded Warrants and Ordinary Share Warrants purchased by such Purchaser, if any, minus an amount of $0.01 per Pre-Funded Warrant purchased by such Purchaser, by wire transfer to the account specified by the Company in Section 2.2(a)(iv) above, or as otherwise agreed by the Company and the Placement Agent.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, in form and substance forms reasonably satisfactory acceptable to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructionsinstructions applicable to such Purchaser, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares ADSs equal to each such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion 50% of such Purchaser’s Subscription Amount applicable ADSs to Prebe delivered in accordance with sub-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Section (iv) above, with an exercise price per ADS equal to $0.00001USD$12.07, subject to adjustment thereintherein (such Warrant certificate shall be delivered within three Trading Days of the Closing Date); and (vi) the Preliminary Prospectus and the Prospectus Supplement (which may shall be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee, if such Purchaser is purchasing ADSs and Warrants placed by the Placement Agent, or by wire transfer of immediately available funds if such Purchaser is purchasing ADSs and Warrants directly from the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Escrow Agent with respect to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion certificate evidencing a number of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence shares of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares Preferred Stock equal to each such Purchaser’s 's Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Stated Value, registered in the name of such Purchaser; (viii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 50% of such Purchaser’s 's Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.668, with an exercise price equal to $0.000010.65, subject to adjustment therein, and which Warrant shall be exercisable immediately and have a term of exercise equal to one year (the "Series A Warrant"), in the form of Exhibit C attached hereto; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser's Subscription Amount divided by $0.668, with an exercise price equal to $0.76, subject to adjustment therein, which Warrant shall be exercisable immediately and have a term of exercise equal to five years (the "Series B Warrant"), in the form of Exhibit D attached hereto; (v) the Registration Rights Agreement duly executed by the Company; (vi) a legal opinion of Company Counsel, in the form of Exhibit E attached hereto; (vii) the written voting agreement, in the form of Exhibit F attached hereto, of all of the officers and directors holding more than 10% of the issued and outstanding shares of Common Stock on the date hereof to vote all Common Stock owned by each of such officers and directors as of the record date for the annual meeting of shareholders of the Company in favor of Shareholder Approval; and (viviii) the Preliminary Prospectus and Escrow Agreement duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Escrow Agent the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s 's Subscription Amount by wire transfer to the account as specified in writing by the Company; (minus, if applicable, a Purchasers aggregate exercise price of iii) the Pre-Funded Warrants, which amounts shall be paid as and when Escrow Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with Purchaser; and (iv) the Company or its designeesRegistration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer Agent transfer agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) basis, a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viii) for each Purchaser a copy of Pre-Funded Warrants pursuant to Section 2.1a Warrant, a signed Pre-Funded Warrant registered in the name of such Purchaser, exercisable after the 6 month anniversary of the Closing Date and for a term of 5 ½ years after the Closing Date, pursuant to which such Purchaser shall have the right to purchase acquire up to a the number of shares of Common Stock equal to 25% of the portion Shares to be issued to such Purchaser at an exercise price of $9.35, which Warrant shall otherwise be in the form of Exhibit C attached hereto; (iv) a copy of an Additional Investment Right, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to purchase up to such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants pro rata share (based on the number of shares purchased hereunder) of $5,000,000 divided by $8.50 (the Per Share Purchase Price minus $0.00001“Market Price”) and which shall be exercisable beginning after the 6 month anniversary of the date hereof until the later of (A) the 6 month anniversary of the Effective Date and (B) the 6 month anniversary of the Initial Exercise Date (as defined in the Additional Investment Right), with at an exercise price equal to $0.00001the Market Price (the “Additional Investment Right Exercise Price”), subject to adjustment thereinwhich Additional Investment Right shall otherwise in the form of Exhibit D attached hereto; (v) the Registration Rights Agreement duly executed by the Company; and (vi) a legal opinion of Company Counsel, in the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)form of Exhibit B attached hereto. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (minus, if applicable, a Purchasers aggregate exercise price of iii) the Pre-Funded Warrants, which amounts shall be paid as and when Registration Rights Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed of Exhibit C attached hereto addressed to the Placement Agent and on behalf of the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant Purchaser, as applicable, who has elected to Section 2.1purchase the Preferred Stock, a signed Pre-Funded certificate evidencing a number of shares of Preferred Stock equal to, in aggregate, such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion % of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001$ , subject to adjustment thereintherein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount (minuswith regard to the Preferred Stock purchased by such Purchaser, if applicableany, a Purchasers aggregate exercise price of by wire transfer to the Pre-Funded Warrants, which amounts shall be paid as and when account specified in the Escrow Agreement; and (iii) such Pre-Funded Warrants are exercised for cash)Purchaser’s Subscription Amount with regard to the Shares purchased by such Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this The obligations of Grifols to effect the Closing shall be subject to Grifols’s receipt of the Governance Agreement, the Ciprofloxacin License Agreement, the A1AT Option Agreement duly executed by and the Grifols Registration Rights Agreement, each signed on behalf of the Company;. (ii) The obligations of Grifols to effect the Closing shall be subject to Grifols’s receipt of a legal opinion of Company Counselbinding term sheet addressing the material provisions to be included in the Grifols Supply Agreement (the “Grifols Supply Agreement Term Sheet”) or the fully negotiated Grifols Supply Agreement, in form either case, signed on behalf of the Company and substance which shall contain the pricing terms set forth on Schedule 7.3(d) and other terms and conditions that are either (A) substantially similar to and consistent with the terms set forth on Schedule 5.9 or (B) reasonably satisfactory acceptable to Grifols in its sole discretion (it being understood that each of the Placement Agent, directed terms set forth on Schedule 5.9 shall be deemed reasonably acceptable to the Placement Agent and the Purchasers;Grifols). (iii) The obligations of Grifols to effect the CompanyClosing shall be subject to Grifols’s wire instructionsreceipt of a binding term sheet addressing the material provisions to be included in the Third Party Manufacturer Supply Agreement or the fully negotiated Third Party Manufacturer Supply Agreement, in either case, signed on behalf of the Company letterhead and executed by the Chief Executive Officer Third Party Manufacturer Supply Agreement, which shall contain substantially the same terms as the Grifols Supply Agreement Term Sheet or Chief Financial Officer;Grifols Supply Agreement, as applicable, with appropriate modifications in light of the parties to such agreement. (iv) The obligations of each Purchaser (other than Grifols) to effect the Closing shall be subject to such Purchaser’s receipt the Other Purchasers Registration Rights Agreement, signed on behalf of the Company. (v) The obligations of each Purchaser to effect the Closing shall be subject to such Purchaser’s receipt of stock certificates evidencing the New Shares to be purchased by such Purchaser, duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to such Purchaser and with all required stock transfer tax stamps affixed. (vi) The obligations of each Purchaser to effect the Closing shall be subject to such Purchaser’s receipt of a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and signatures of the officers or directors of the Company authorized to sign this Agreement and the other documents to be delivered hereunder. (vii) The obligations of each Purchaser to effect the Closing shall be subject to such Purchaser’s receipt of a certificate of the Secretary or an Assistant Secretary of the Company certifying, with respect to the Company, as to the matters set forth in Sections 7.3(a), 7.3(b), 7.3(c), 7.3(e), and 7.3(f). (viii) The obligations of each Purchaser (other than Grifols) to effect the Closing shall be subject to the penultimate sentence following additional conditions: (A) there shall have been no change from the date of Section 2.1this Agreement to the Closing in the rights, a copy preferences and privileges of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit Common Stock or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by in the Per Share Purchase Price Price, (minus B) the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered License Agreement shall have been duly executed and delivered by the Company and Grifols and shall be in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal effect without any material change to the portion economic terms thereof contained in Exhibit B, and (C) Grifols shall have closed on the purchase of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share New Shares having a Purchase Price minus of at least $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)25,000,000. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate third sentence of in Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an plus the exercise price equal to $0.00001per Warrant Share underlying such Pre-Funded Warrants, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (viii) the duly executed Lock-Up Agreements; (ix) a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the date of the Closing Date, in form and substance reasonably acceptable to the Placement Agent; (x) a certificate executed by the Secretary of the Company, dated as of the date of Closing, in form and substance reasonable acceptable to the Placement Agent; and (xi) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, in a form reasonably acceptable to the Placement Agent, which the Purchasers can also rely upon; (iii) a legal opinion of Intellectual Property Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory to the Placement Agentin all material respects from Xxxxxx, directed to Xxxx & Associates, LLC; (v) the Placement Agent and shall have provided each Purchaser with the PurchasersEscrow Agent’s wire instructions; (iiivi) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock Shares issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (vvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.01, with an exercise price equal to $0.000010.01, subject to adjustment therein; and; (viviii) on the date hereof, the duly executed Lock-Up Agreements; (ix) for each Purchaser of Shares and/or Pre-Funded Warrants, one Series A Warrant and one Series B Warrant for each Share and/or Pre-Funded Warrant purchased registered in the name of such Purchaser; (x) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).; and (b) On or prior to the Closing Date, each Purchaser shall deliver deliver, or cause to be delivered delivered, to the Company or the following: (i) Placement Agent this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) and to the Escrow Agent such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of each of (x) Company Securities Counsel and (y) Company Nevada Counsel, directed to the Placement Agent and the Purchasers, in the form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share and Accompanying Common Warrant Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share and Accompanying Common Warrant Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vi) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of such Purchaser’s Pre-Funded Warrants, with an exercise price equal to $____, subject to adjustment therein; (vii) a Series B Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of such Purchaser’s Pre-Funded Warrants, with an exercise price equal to $____, subject to adjustment therein (viii) on the date hereof, the duly executed Lock-Up Agreements; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, Counsel in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchaserseach Purchaser; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis basis, via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ), Shares equal to each Purchaser’s the Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s difference between (A) the Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus and (B) the number of Shares otherwise issuable to such Purchaser that would cause such Purchaser’s beneficial ownership of Common Stock to be more than the Beneficial Ownership Limitation with an exercise price equal to $0.000010.00001 per share of Common Stock, subject to adjustment therein; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of the Shares and Pre-Funded Warrant Shares, with an exercise price equal to $0.000015.00 and which shall be exercisable immediately and have a term of exercise equal to five (5) years, subject to adjustment therein; and; (vi) the Preliminary Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) the Lock-Up Agreements; and (viii) the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s the Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for via DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) basis, a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Warrants, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, applicable to Pre-funded Warrants with an exercise price equal to $0.000010.0001 per share of Common Stock, subject to adjustment therein; and; (v) the Company shall have provided each Purchaser with the Company’s wire instructions; (vi) the Preliminary Prospectus Registration Rights Agreement duly executed by the Company; (vii) the Lock-Up Agreements; and (viii) a certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying to the matters set forth in Section 2.3(b)(i), Section 2.3(b)(ii) and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities ActSection 2.3(b)(iv). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (minus, if applicable, a Purchasers aggregate exercise price of iii) the Pre-Funded Warrants, which amounts shall be paid as and when Registration Rights Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate sentence provision of Section 2.12.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an exercise price equal to $0.00001Price, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant with an exercise price equal to $[•], registered in the name of such Purchaser, to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock, or a Pre-Funded Warrants, as applicable, with an exercise price equal to $.005 per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (ix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share applicable Class Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)or Class B Unit Purchase Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Class B Units, a signed Pre-Funded certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser, which certificates may be delivered to each Purchaser within three (3) Business Day of the Closing, and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vi) a Warrant registered in the name of each such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the portion number of Shares and the Conversion Share underlying the Preferred Stock initially issuable on the Closing Date, if any, purchased by such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, Purchaser with an exercise price equal to $0.00001$ , subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, and a legal opinion of Company Cayman Islands counsel, in a form reasonably acceptable to each Purchaser and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject the Company shall have provided each Purchaser and the Placement Agent with a certificate executed by the Chief Financial Officer of the Company, dated as of such date, in form and substance satisfactory to each Purchaser and the penultimate sentence of Section 2.1, Placement Agent; (v) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system basis, (“DWAC”i) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus certificates evidencing the number of shares Shares, Pre-Funded Warrants and Common Warrants contemplated to be issued pursuant to the signature page of Common Stock issuable upon exercise each Purchaser attached hereto, or (ii) at the election of each Purchaser, evidence of the issuance of such Purchaser’s Shares, Pre-Funded WarrantWarrants and Common Warrants as held in DRS book-entry form by the Transfer Agent, if applicable)which evidence shall be reasonably satisfactory to each applicable Purchaser, in each case, registered in the name of such Purchaser; (vvi) for the Registration Rights Agreement duly executed by the Company; (vii) each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, Warrant Amendment Agreement duly executed by the Company; (viii) a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares Ordinary Shares equal to 125% of Common Stock such Purchaser’s Shares and/or Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants, in such Closing, with an exercise price equal to $1.50 per share, subject to adjustment therein; and (ix) in the event that Pre-Funded Warrants are to be issued to a Purchaser, Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Pre-Funded Warrant Price, with an unfunded exercise price equal to $0.000010.0001 per share, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing DateDate (unless otherwise set forth below), each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; (iii) the Warrant Amendment Agreement duly executed by such Purchaser; and (iiiv) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of by wire transfer or certified check to the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with account specified in writing by the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) subject to the fourth sentence of Section 2.1, the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate fourth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantWarrants, if applicable), registered in the name of such Purchaser; (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to the Per Share Purchase Price, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to At the Closing DateClosing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence provisions of Section 2.1this Agreement, a copy the Selling Shareholders shall deliver to the Purchaser, free and clear of all liens, the certificates for the shares of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit Capital Stock, duly endorsed in blank, or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrantwith separate stock transfer powers attached thereto and signed in blank, with appropriate transfer stamps, if applicable)any, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)affixed thereto. (b) On or prior At the Closing, the Company and the Selling Shareholders will make available to the Purchaser the written resignations of all the directors of the Company and its Subsidiaries (other than Xxxxxx Xxxxx) effective as of the Closing Date, each Purchaser and shall deliver or use reasonable efforts to cause to be made available to the successor directors and officers all minute books, stock record books, books of account, corporate seals, contracts and other documents, instruments and papers belonging to the Company and shall use best efforts to cause full possession and control of all of the Company assets and of all other things and matters pertaining to the operation of the Business to be transferred and delivered to the directors and officers elected to succeed the resigned directors and officers of the Company. At the Closing, the Company and Selling Shareholders shall also deliver to the following:Purchaser, and the Purchaser and Delta shall deliver to the Selling Shareholders, the certificates, opinions and other instruments, agreements and documents referred to in Sections 8.1, 8.2 and 8.3. (ic) this Agreement duly executed At the Closing, Purchaser will deliver to each of the Selling Shareholders a pro rata portion of the Closing Payment in proportion to their shareholdings in the Company as set forth on SCHEDULE 2.2(C). The portion of the Purchase Price payable in cash shall be delivered to each of the Selling Shareholders by wire transfer in immediately available funds to such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minusaccount as each of the Selling Shareholders shall direct. The portion of the Purchase Price payable in the Ordinary Shares, if applicableany, a Purchasers aggregate exercise price shall be delivered in the form of stock certificates representing the number of Ordinary Shares representing each Selling Shareholder's pro rata share of $2,500,000, such number of shares to be calculated at the Fair Market Value of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesOrdinary Shares.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of each Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchaserseach Purchaser; (iii) a legal opinion of Intellectual Property Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) A Class C Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares (or Pre-Funded Warrant Shares), with an exercise price equal to $____ , subject to adjustment therein; (vii) a Class D Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Shares (or Pre-Funded Warrant Shares), with an exercise price equal to $_____, subject to adjustment therein; (viii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Pre-Funded Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001, 0.0001 subject to adjustment therein; (ix) the duly executed Warrant Agency Agreement; (x) on the date hereof, the duly executed Lock-Up Agreements; and (vixi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver have delivered or cause caused to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company CounselCounsel (including, in form and substance reasonably satisfactory to the Placement Agentwithout limitation, a negative assurance letter), directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) a legal opinion of Intellectual Property Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from Xxxxxx, Xxxx & Associates, LLC, and Xxxxx, Xxxxxxxx + Co. LLP (as applicable); (v) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvi) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Common Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001, 0.01 subject to adjustment therein; (viii) on the date hereof, the duly executed Lock-Up Agreements; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On Lessee shall accept delivery of and ship goods and merchandise from the Premises only in the manner and at such times and in such areas as may be designated by Lessor and conform to all rules and regulations adopted by Lessor with respect thereto, including, but not limited to, security arrangements with respect to shipping and receiving areas and the transport of goods and merchandise to and from the Premises. Lessee agrees that Lessee shall be solely responsible for the security of Lessee's goods and merchandise in the Premises and elsewhere in the Project, including, but not limited to, all goods and merchandise in, on or prior about any shipping and receiving areas, in any trucks, cars or other vehicles located in such areas, or in the process of being transferred to or from such areas. Lessor, its agents and employees are not authorized to and shall not accept any responsibility for and shall not be liable for the Closing Datesafety of or security of any of Lessee's goods or merchandise at any time wherever located. Because of the unique nature of Lessee's business, the Company shall deliver or cause to be delivered to each Purchaser the followingLessee further agrees that: (i) this Agreement duly executed by the Companyit will not permit any deliveries of goods or merchandise at any time when Lessee's employees are not available to receive same; (ii) a legal opinion it will not permit any goods or merchandise to remain in, on or near any doorways, loading docks, receiving areas or other portions of Company Counsel, the Project; any goods or merchandise remaining in form such areas shall be deemed to be trash and substance reasonably satisfactory may be disposed of by Lessor in such manner as Lessor may deem advisable and without liability to the Placement Agent, directed to the Placement Agent and the PurchasersLessee thereof; (iii) the Company’s wire instructionsit will require that all purveyors with whom Lessee does business adequately and securely package all goods and merchandise so as to prevent any leaking, on Company letterhead and executed by the Chief Executive Officer spilling, spoilage, odors or Chief Financial Officerinfestation; (iv) subject if any leaking or spilling shall occur or if any goods and merchandise shall fall out of any containers or packages, Lessee shall be responsible for and shall immediately cause the same to be cleaned and removed and restore any damage to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser;common areas that may result therefrom; and (v) for each Purchaser of Pre-Funded Warrants pursuant it will immediately transfer all goods and merchandise received to Section 2.1, a signed Pre-Funded Warrant registered the Premises and properly store the same in the name of such Purchaser Premises so as to purchase up retard any spoilage thereof, to a number of shares of Common Stock equal prevent any odors emanating therefrom and to prevent the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.infestation thereof

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and the Warrant Shares underlying the Pre-Funded Warrants, with an exercise price equal to $5.25, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000014.0399, with an exercise price equal to $0.000010.001, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minusAmount, if applicableby wire transfer to the Company, a Purchasers aggregate exercise price less the sum of the $0.001 per Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesWarrant.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate sentence provision of Section 2.12.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an plus the exercise price equal to $0.00001per Warrant Share underlying such Pre-Funded Warrants, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) Pre-Funded Warrants, as applicable, with an exercise price equal to $[●] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; (viii) a legal opinion and negative assurance statement of Company Counsel, in form reasonably acceptable to the Placement Agent, the Placement Agents Counsel and the Purchasers; (ix) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent and the Purchasers; (x) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent and the Purchasers; (xi) a waiver by the holders of the Debentures waiving any rights to receive pre-notice of and participate in Subsequent Financings, as defined therein, piggyback registration rights, and provisions of the Debentures whereby a Subsequent Financing results in the maturing of such Debenture. (xii) a cold “comfort letter” and a bring-down “comfort letter”, respectively, from Bxxxx Xxxxx, dated as of the date hereof and the Closing Date, respectively, in form and substance satisfactory to the Placement Agent; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, Counsel in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantPrefunded Warrants, if applicable), ; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares, with an exercise price equal to $_____, subject to adjustment therein; (vvi) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent; (iii) a cold comfort letter, directed addressed to the Placement Agent, in form and substance reasonably acceptable to the Placement Agent and the Purchasers, from the Company’s independent registered public accounting firm on the date of execution of this Agreement and a bring down comfort letter on the Closing Date; (iiiiv) a duly executed Officers’ Certificate in customary form reasonably acceptable to the Placement Agent; (v) a duly executed Secretary’s Certificate in customary form reasonably acceptable to the Placement Agent; (vi) if applicable, a duly executed Chief Financial Officer Certificate in customary form reasonably acceptable to the Placement Agent; (vii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivviii) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) DWAC Shares equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vix) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Pre-Funded Warrant Shares equal to such Purchaser’s Pre-Funded Unit Subscription Amount divided by the sum of the Per Pre-Funded Unit Purchase Price plus the exercise price equal to $0.001, subject to adjustment therein via DWAC for the account of such Purchaser; (x) Warrants registered in the name of such Purchaser, each such Warrant to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Shares and Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Warrant Shares, as applicable, with an exercise price equal to $0.00001[__] per share, subject to adjustment thereintherein via DWAC for the account of such Purchaser; (xi) the duly executed Lock-Up Agreements; and (vixii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act) (b) On or before the Closing Date, the Placement Agent and Blank Rome shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (bc) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designees.designee; (iii) a Voting Agreement, duly executed by such Purchaser, in substantially the form attached hereto as Exhibit D.

Deliveries. (a) On or prior Buyer shall instruct Seller from time to time during the Closing DateTerm, by placing a purchase order with Seller reasonably in advance of the Company shall deliver or cause date Buyer desires MANAPOL-Registered Trademark- powder to be delivered to each Purchaser the following: it hereunder, (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory as to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence quantities of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s PreMANAPOL-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause Registered Trademark- powder to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and Buyer, (ii) as to the specific date of delivery, (iii) as to the specific location of delivery and (iv) as to the carrier or particular type of carrier for such Purchaser’s Subscription Amount delivery. Xxxx the Term, Buyer shall provide Seller (minus, if applicablea) on a quarterly basis commencing on August 15, a Purchasers binding forecast of Buyer's mi:mum and maximum aggregate exercise price of the Predelivery requirements for MANAPOL-Funded WarrantsRegistered Trademark- powder for such period, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), (b) on a yearly basis a good faith forecast acceptable to Seller (which shall be binding on Buyer) of Buyer's minimum and maximum delivery requirements for MANAPOL-Registered Trademark- powder for each month of the next twelve (12) month period. The quantities of MANAPOL-Registered Trademark- powder ordered by Buyer pursuant to this Agreement from time to time shall be spaced in a reasonable manner, and Buyer shall order such quantities in accordance with Buyer's binding forecasts. In no event shall Seller be required to deliver to Buyer in any three-month period a quantity of MANAPOL-Registered Trademark- powder in excess of 125% of the maximum delivery requirement for such period set forth in the binding forecast for such period accepted by Seller. In no event shall Mannatech be required to purchase more than 300 kilos of Manapol-Registered Trademark- powder per month, unless a higher minimum monthly amount has been projected by Seller pursuant to 5(a). Deliveries of MANAPOL-Registered Trademark- powder shall be made available for DVP settlement with by Seller under normal trade conditions in the Company usual and customary manner being utilized by Seller at the time and location of the particular delivery. The MANAPOL-Registered Trademark- powder delivered to Buyer hereunder shall be packaged in five (5) kilogram or fifteen (15) kilogram containers. All deliveries of MANAPOL-Registered Trademark- powder to Buyer hereunder shall be made by Seller F.O.B. at the facilities of Seller or its designeesaffiliates located in Irving, Texas.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, in a form and substance reasonably satisfactory acceptable to the Placement Agent, directed to which the Placement Agent and the PurchasersPurchasers can also rely upon; (iii) the CompanyPlacement Agent shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; and; (vi) for each Purchaser of Shares and/or Pre-Funded Warrants, one Class A Warrant and one Class B Warrant for each Share and/or Pre-Funded Warrant purchased registered in the name of such Purchaser; (vii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).; (b) On or prior to the Closing Date, each Purchaser shall deliver deliver, or cause to be delivered delivered, to the Company or the following: (i) Placement Agent this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) and to the Escrow Agent such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver have delivered or cause caused to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company CounselCounsel (including, in form and substance reasonably satisfactory to the Placement Agentwithout limitation, a negative assurance letter), directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) a legal opinion of Intellectual Property Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from Xxxxxx, Xxxx & Associates, LLC, and Xxxxx, Xxxxxxxx + Co. LLP (as applicable); (v) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvi) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Common Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001, 0.01 subject to adjustment therein; (viii) the duly executed Warrant Agency Agreement; (ix) on the date hereof, the duly executed Lock-Up Agreements; and (vix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion opinions of Company U.S. Counsel and Company BVI Counsel, each in a form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) a cold “comfort” letter addressed to the Placement Agent from each of (i) the Company’s independent registered public accounting firm, Xxxxxx Asia CPAs LLP and (ii) the Company’s former independent registered public accounting firm, Xxxxxxxx LLP, dated as of the Closing Date. The Company’s co-chief executive officers and/or co-chief financial officers, as applicable, shall also provide a customary certification as to such accounting or financial matters that are included or incorporated by reference in the Registration Statement or the Prospectus that Xxxxxx Asia CPAs LLP and Xxxxxxxx LLP were unable to provide assurances on in the “comfort” letters contemplated by the immediately preceding sentence; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system System (“DWAC”) Shares ADSs equal to each such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 100% of such Purchaser’s ADSs, with an exercise price per ADS equal to $4.00, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and; (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and (ix) the duly executed Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee or otherwise paid by wire transfer to the Company to be held in escrow pending Closing.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto, addressed to the Purchasers and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to the penultimate sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for as to each Purchaser of Pre-Funded Warrants pursuant to Section 2.1purchasing Prefunded Units, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock as set forth in the Prefunded Warrant, with an exercise price equal to $0.0001; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Pre-Funded Shares plus the Warrant Shares underly such Purchaser’s Prefunded Warrants divided by on the Per Share Purchase Price minus $0.00001date hereof, with an exercise price equal to $0.00001_____, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. The Sellers shall have made or tendered, or caused to be made or tendered, delivery to the Buyers of the following documents: (a) On the R&D Access Agreement, to the extent required under Section 6.12(b)(ii), duly executed by the Sellers and/or their applicable Affiliates, (b) the Lease Agreement, duly executed by the Sellers and/or their applicable Affiliates, (c) the Put and Call VPEC Exchange Agreement and the Subordination Letter, each duly executed by the Sellers and/or their applicable Affiliates, (d) the original shareholders’ register of Mallinckrodt Netherlands evidencing Mallinckrodt UK’s ownership of the Netherlands Shares in accordance with applicable Law, (e) with respect to each Transferred Subsidiary and each Indirect Subsidiary, signed resignations effective as of the Effective Time for each of the officers and directors of the Transferred Subsidiaries and the Indirect Subsidiaries (other than any such people designated by the Buyers at least five (5) Business Days prior to the Closing), (f) powers of attorney, duly executed on behalf of Mallinckrodt UK and Mallinckrodt Netherlands, and, to the extent required by the Notary, legalized and apostilled, authorizing the Notary to attend and to execute the notarial deed of transfer as referred to in Section 6.11(a), (g) evidence of releases of all Encumbrances (other than in respect of licenses and other than Permitted Encumbrances, provided that no Encumbrance that generally applies to the Transferred Subsidiaries’, the Indirect Subsidiaries’, the Sellers’ and or any of their Affiliates’ assets (including Encumbrances in respect of Indebtedness) shall be deemed a “Permitted Encumbrance” for purposes of this Section 7.4(g)) related to the assets and properties of the Transferred Subsidiaries and the Indirect Subsidiaries and evidence of payoff letters with respect to any Indebtedness outstanding as of the Closing (in each case on terms and conditions reasonably satisfactory to Buyers) and provided that the Sellers shall deliver to the Buyers not less than twenty (20) Business Days prior to the Closing DateDate draft copies of all such release and payoff documentation (including, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion but not limited to, all deeds of Company Counsel, in form release and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicablepayoff letters), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (iih) such Purchaser’s Subscription Amount (minusother customary documents, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts instruments or certificates as shall be paid reasonably requested by the Buyers and as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement consistent with the Company or its designeesterms of this Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to Registration Rights Agreement duly executed by the Placement Agent and the PurchasersCompany; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate final sentence of Section 2.12.1(c), a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001plus the exercise price per Warrant Share underlying such Pre-Funded Warrants, subject to adjustment as set forth therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of (A) such Purchaser’s Shares, plus (B) the number of Pre-Funded Warrant Shares subject to such Purchaser’s Pre-Funded Warrants, if any, with an exercise price equal to $0.000010.0001 per share, subject to adjustment as set forth therein; (vii) the duly executed Lock-Up Agreement; (viii) a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the date of the Closing Date, in form and substance reasonably acceptable to the Purchasers; (ix) a certificate executed by the Secretary of the Company, dated as of the date of Closing, in form and substance reasonable acceptable to the Purchasers; and (vix) a legal opinion of Company Counsel, in form reasonably acceptable to the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement duly executed by such Pxxxxxxxx; and (iiiii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit B attached hereto; (iii) subject to the fourth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate fourth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantPrefunded Warrants, if applicable), ; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 125% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares on the date hereof, with an exercise price equal to $3.23, subject to adjustment therein; (vvi) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. Subject to the terms and conditions hereof: (a) On or prior to At the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingInitial Closing: (i) this Agreement duly executed each Purchaser shall deliver to Amicus such Purchaser’s Existing Securities for cancellation and the Companies will pay such Purchaser all outstanding accrued but unpaid interest on the notes purchased pursuant to the Prior Agreement, to the account designated by such Purchaser at least three business days prior to the CompanyInitial Closing; (ii) a legal opinion of Company CounselAmicus or Amicus UK, as applicable, shall deliver to such Purchaser, (i) an Initial Note, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise name of such Purchaser, representing the aggregate principal amount of Initial Notes purchased by such Purchaser at the Initial Closing set beside such Purchaser’s Pre-Funded name on Schedule A, and (ii) for each $1,000 principal amount of Initial Notes purchased by such Purchaser at the Initial Closing, a Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Warrant Shares equal to (rounded down to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants nearest whole share) (i) $300.00 divided by (ii) the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment thereinReference Price; and (viiii) at the Preliminary Prospectus Initial Closing the Parties shall also deliver the Guarantee and the Prospectus (which may such other documents as are required to be delivered in accordance with Rule 172 under by the Securities Act)Parties pursuant to the terms of this Agreement. (b) On or prior to the Closing Date, At each Purchaser shall deliver or cause to be delivered to the Company the followingAdditional Closing: (i) this Agreement duly executed each Purchaser shall deliver to Amicus or Amicus UK, as applicable, such Purchaser’s share of the Purchase Price for the Additional Notes by wire transfer on such Pxxxxxxxx; andClosing Date to an account specified by Amicus; (ii) Amicus or Amicus UK, as applicable, shall deliver to such Purchaser’s Subscription Amount , (minusi) an Additional Note, if applicablein the name of such Purchaser, representing the aggregate principal amount of the Additional Notes purchased by such Purchaser at such Closing, and (ii) for each $1,000 principal amount of Additional Notes purchased by such Purchaser at such Closing, a Purchasers aggregate exercise price Warrant, registered in the name of such Purchaser, to purchase up to a number of Warrant Shares equal to (rounded down to the Pre-Funded Warrantsnearest whole share) (i) $300.00 divided by (ii) (x) the VWAP for the four (4) Trading Days beginning immediately prior to the date of issuance of such Notes, which amounts and (y) 132.5%; (iii) at each such Additional Closing the Parties shall also deliver the Guarantee and such other documents as are required to be paid delivered by the Parties pursuant to the terms of this Agreement. (c) As soon as and when such Pre-Funded Warrants are exercised practicable after each Closing, Amicus UK shall obtain a listing for cash), which shall be made available for DVP settlement with the Company or its designeesNotes issued by it on the Cayman Islands Stock Exchange.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate sentence provision of Section 2.12.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an exercise price equal to $0.00001Price, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).; (bvi) On a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[●] per share, subject to adjustment therein; (vii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (viii) a certificate executed by the Secretary of the Company, each Purchaser shall deliver or cause in a form reasonably acceptable to be delivered such Purchaser, and dated as of the Closing Date, as to the Company the following: (i) this Agreement duly executed the resolutions with respect to the transactions contemplated hereby as adopted by such Pxxxxxxxx; and the Company’s board of directors, (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price the certificate of incorporation of the PreCompany and (iii) the bylaws of the Company, each as in effect at the Closing; (ix) a comfort letter from Exxxx & Young LLP, the independent auditor for the Company, with [●], 2023 as the specified cut-Funded Warrantsoff date for review procedures referred to therein , which amounts shall be paid in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and when such Pre-Funded Warrants are exercised for cash)as of the Closing Date, which shall be made available for DVP settlement with respectively, and addressed to the Company or Placement Agent, and in form and substance satisfactory to the Placement Agent and its designees.Counsel;

Deliveries. (a) On or prior to the Closing Date, the Company Lender shall deliver or cause to be delivered to each Purchaser have received the following: (i) this Agreement duly Borrower shall have delivered to Lender a Notice of Warehouse Borrowing in compliance with Section 2.03(a) hereof (and, in the case of any Clean-up Call Loan, Section 2.06 hereof) or a Supplemental Borrowing Request in compliance with Section 2.03(b) hereof and a related fully-executed by the Company;Confirmation Statement in compliance with Section 2.07 hereof, as applicable. (ii) a legal opinion In the case of Company Counselany Warehouse Loan, Borrower shall have delivered to Lender and Servicer not later than 2:00 p.m. (New York City time) on the Business Day prior to the proposed Borrowing Date (or the third (3rd) Business Day of the month of the proposed Borrowing Date, in form the case of a Clean-up Call Loan) in computer readable form, a detailed listing of all Contracts to be pledged by Borrower to Lender under the Security Agreement in connection with the Borrowing (the "List of Contracts") and substance reasonably satisfactory such other data relating to the Placement Agent, directed to the Placement Agent Contracts and the Purchasers;Related Assets as Lender may reasonably request. (iii) Lender shall have received from the Company’s wire instructions, Custodian a certification from Servicer that all items required to be delivered to the Custodian pursuant to Section 3.01 of the Servicing Agreement with respect to the Contracts to be pledged by Borrower to Lender under the Security Agreement on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;such Borrowing Date have been delivered. (iv) subject Lender shall have received UCC-3 Partial Release Statements (or other appropriate forms) in appropriate form for filing, together with a release letter reasonably satisfactory to Lender, in each case duly executed by (1) any other warehouse lender releasing the penultimate sentence of Section 2.1, a copy of Contracts to be pledged by Borrower to Lender under the irrevocable instructions to Security Agreement on such Borrowing Date from the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise security interest of such Purchaser’s Pre-Funded Warrant, if applicable), registered other warehouse lender or (2) in the name case of a Clean-up Call Contract, the secured party in the related securitization releasing such Purchaser;Contract to be pledged by Borrower to Lender under the Security Agreement on such Borrowing Date from the security interest pursuant to such securitization. (v) for each Purchaser of Pre-Funded Warrants pursuant Lender shall have received the most recent Servicer's Certificate required to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under Section 2.09 of the Securities Act)Servicing Agreement and Section 6.19 hereof. (bvi) On or prior to Lender shall have received the Closing Date, each Purchaser shall deliver or cause most recent Borrowing Base Certificate required to be delivered in accordance with Section 6.13 hereof. (vii) In the case of any Clean-up Call Loan, Lender shall have received all opinions, documents and instruments required pursuant to Section 2.06. (viii) If an Opinion of Counsel is required to be delivered in connection with such Loan pursuant to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price requirements for Opinions of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.Counsel set forth in the

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company US Counsel and Company Canada Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) subject to the seventh sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate seventh sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to ___% of such Purchaser’s Shares and the Pre-Funded Warrants, with an exercise price equal to $___, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee, as to the Shares, and which shall be wired directly to the Company as to the Pre-Funded Warrants.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company CounselCounsel and legal opinion of special intellectual property counsel, each in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to the penultimate sentence of Section 2.1(a), the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerOfficer of the Company; (iv) subject to the penultimate sentence of Section 2.12.1(a), a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) an originally signed Common Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock equal to [100]% of such Purchaser’s Shares and Pre-Funded Warrant Shares with an exercise price equal to $[•], subject to adjustment as set forth therein, provided, however, that the Company may deliver a “.pdf” copy of the originally signed Common Warrant upon Closing and provide an originally signed Common Warrant by a U.S. nationally recognized overnight courier service, which mailing shall be made on the Closing Date; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (vii) Lock-Up Agreements executed by each officer and director of the Company; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (ix) a comfort letter from CohnReznick LLP (the independent registered public accounting firm of the Company), addressed to the Placement Agent, dated as of the date hereof, in form and substance satisfactory to the Placement Agent. (x) a certificate, executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date, reaffirming as of the Closing Date the conditions set forth in Section 2.3(b)(i), (ii) and (iv). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) the acknowledgment and undertaking in the form of Exhibit A hereto; and (iiiii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, Enstar shall deliver or cause to be delivered to: (i) CPPIB the Company CPPIB Closing Payment by wire transfer of immediately available funds to an account or accounts designated by CPPIB on Schedule 2 (the “CPPIB Closing Payment Account”); (ii) CPPIB a certificate signed by a duly authorized officer of Enstar certifying that the conditions set forth in Sections 2.4(b)(i) and (ii) have been satisfied; (iii) CPPIB LP the CPPIB LP Closing Payment by wire transfer of immediately available funds to an account or accounts designated by CPPIB LP on Schedule 2 (the “CPPIB LP Closing Payment Account”); and (iv) CPPIB LP a certificate signed by a duly authorized officer of Enstar certifying that the conditions set forth in Sections 2.4(c)(i) and (ii) have been satisfied. (b) On the Closing Date promptly after receipt of the CPPIB Closing Payment into the CPPIB Closing Payment Account, CPPIB shall deliver or cause to be delivered to each Purchaser Enstar the following: (i) this Agreement duly executed share transfer forms in favor of Enstar for the transfer of all of the CPPIB Subject Shares in the form attached as Exhibit A hereto and any certificates representing such Shares or, if any of such Shares are not certificated and are held in street name by a broker for CPPIB, CPPIB shall cause its broker to deliver such Shares to American Stock Transfer & Trust Company as Enstar’s transfer agent, through the facilities of the Depository Trust Company;’s DWAC system; and (ii) a legal opinion certificate signed by a duly authorized officer of Company Counsel, CPPIB certifying that the conditions set forth in form Sections 2.4(a)(i) and substance reasonably satisfactory (ii) have been satisfied with respect to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)CPPIB. (bc) On or prior to the Closing DateDate promptly after receipt of the CPPIB LP Closing Payment into the CPPIB LP Closing Payment Account, each Purchaser CPPIB LP shall deliver or cause to be delivered to the Company Enstar the following: (i) this Agreement duly executed share transfer forms in favor of Enstar for the transfer of all of the CPPIB LP Shares in the form attached as Exhibit A hereto and any certificates representing such Shares or, if any of such Shares are not certificated and are held in street name by a broker for CPPIB LP, CPPIB LP shall cause its broker to deliver such PxxxxxxxxShares to American Stock Transfer & Trust Company as Enstar’s transfer agent, through the facilities of the Depository Trust Company’s DWAC system; and (ii) such Purchaser’s Subscription Amount a certificate signed by a duly authorized officer of CPPIB LP certifying that the conditions set forth in Sections 2.4(a)(i) and (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement ii) have been satisfied with the Company or its designeesrespect to CPPIB LP.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Canadian Counsel and Company US Counsel, in form and substance reasonably satisfactory acceptable to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number Common Shares equal to 100% of such Purchaser’s Shares plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to US$4.21, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, and a legal opinion of Company Cayman Islands counsel, in a form reasonably acceptable to each Purchaser and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject the Company shall have provided each Purchaser and the Placement Agent with a certificate executed by the Chief Financial Officer of the Company, dated as of such date, in form and substance satisfactory to each Purchaser and the penultimate sentence of Section 2.1, Placement Agent; (v) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system basis, (“DWAC”i) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus certificates evidencing the number of shares Shares, Pre-Funded Warrants and Common Warrants contemplated to be issued pursuant to the signature page of Common Stock issuable upon exercise each Purchaser attached hereto, or (ii) at the election of each Purchaser, evidence of the issuance of such Purchaser’s Shares, Pre-Funded WarrantWarrants and Common Warrants as held in DRS book-entry form by the Transfer Agent, if applicable)which evidence shall be reasonably satisfactory to each applicable Purchaser, in each case, registered in the name of such Purchaser; (vvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, the Registration Rights Agreement duly executed by the Company; (vii) a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares Ordinary Shares equal to 100% of Common Stock such Purchaser’s Shares and/or Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants, in such Closing, with an exercise price equal to $5.00 per share, subject to adjustment therein; and (viii) in the event that Pre-Funded Warrants are to be issued to a Purchaser, Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Pre-Funded Warrant Price, with an unfunded exercise price equal to $0.000010.0001 per share, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing DateDate (unless otherwise set forth below), each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of by wire transfer or certified check to the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with account specified in writing by the Company or its designeesCompany.

Deliveries. (a) On At or prior to the Closing DateInitial Closing, the Company shall will deliver or cause to be delivered to each Purchaser (the following:“Company Deliverables”): (i) this Agreement Agreement, duly executed by the Company; (ii) if such Purchaser is purchasing Shares and Warrants in the Initial Closing, certificate(s) or book-entry shares (as requested by such Purchaser) evidencing a legal opinion number of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount Aggregate Purchase Price for the Initial Closing divided by the Per Share Purchase Price (minus rounded down to the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicablenearest whole share), registered in the name of such Purchaser’s name. The Company shall deliver, or cause to be delivered, a book-entry statement evidencing such Shares as promptly as practicable and in any event no later than one Trading Day after the Initial Closing. Such Shares shall be delivered via a book-entry record through the Company’s transfer agent or, if requested by a Purchaser, in certificated form. Unless the Company and a Purchaser otherwise mutually agree with respect to such Purchaser’s Shares, at the Initial Closing settlement shall occur on a “delivery versus payment” basis; (viii) the Registration Rights Agreement, duly executed by the Company; (iv) if such Purchaser is purchasing Shares and Warrants in the Initial Closing, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.12.1(a), a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount Aggregate Purchase Price for the Initial Closing applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (v) a Tranche A Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to half of such Purchaser’s Shares and Pre-Funded Warrants (if applicable) purchased at the Initial Closing, with an exercise price equal to $5.36 per share, subject to adjustments as set forth therein; (vi) if such Purchaser is purchasing Shares and Warrants in the Initial Closing, a Tranche B Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to half of such Purchaser’s Shares and Pre-Funded Warrants (if applicable) purchased at the Initial Closing, with an exercise price equal to $7.15 per share, subject to adjustments as set forth therein; (vii) if such Purchaser is purchasing Shares and Warrants in the Initial Closing, duly executed Irrevocable Transfer Agent Instructions (as defined below) as set forth in Section 4.10 hereto instructing the Company’s transfer agent to deliver a book-entry statement evidencing the number of shares of Common Stock equal to such Purchaser’s Shares purchased at the Initial Closing; and (viviii) the Preliminary Prospectus Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Prospectus Secretary and General Counsel of the Company. (which may be delivered ix) a certificate evidencing the good standing of the Company in accordance with Rule 172 under Delaware issued by the Securities Act)Secretary of State of Delaware, as of a date within five business days of the Initial Closing Date. (b) On At or prior to the Second Closing, the Company will deliver or cause to be delivered to each Purchaser purchasing Shares and Warrants on the Second Closing DateDate (the “Company Second Closing Deliverables”): (i) certificate(s) or book-entry shares (as requested by such Purchaser) evidencing a number of Shares equal to such Purchaser’s Aggregate Purchase Price for the Second Closing divided by the Per Share Purchase Price (rounded down to the nearest whole share), registered in such Purchaser’s name. The Company shall deliver, or cause to be delivered, a book-entry statement evidencing such Shares as promptly as practicable and in any event no later than one Trading Day after the Closing. Such Shares shall be delivered via a book-entry record through the Company’s transfer agent or, if requested by a Purchaser, in certificated form. Unless the Company and a Purchaser otherwise mutually agree with respect to such Purchaser’s Shares, at the Second Closing settlement shall occur on a “delivery versus payment” basis; (ii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1(a), a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Aggregate Purchase Price for the Second Closing applicable to Pre-Funded Warrants divided by the Per Share Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (iii) a Tranche A Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to half of such Purchaser’s Shares and Pre-Funded Warrants (if applicable) purchased at the Second Closing, with an exercise price equal to $5.36 per share, subject to adjustments as set forth therein; (iv) a Tranche B Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to half of such Purchaser’s Shares and Pre-Funded Warrants (if applicable) purchased at the Second Closing, with an exercise price equal to $7.15 per share, subject to adjustments as set forth therein; and (v) duly executed Irrevocable Transfer Agent Instructions (as defined below) as set forth in Section 4.10 hereto instructing the Company’s transfer agent to deliver a book-entry statement evidencing the number of shares of Common Stock equal to such Purchaser’s Shares purchased at the Second Closing. (c) At or prior to the Initial Closing, each Purchaser shall will deliver or cause to be delivered to the Company (the following:“Purchaser Deliverables”): (i) this Agreement Agreement, duly executed by such PxxxxxxxxPurchaser; (ii) the Registration Rights Agreement, duly executed by such Xxxxxxxxx; and (iiiii) such Purchaser’s Subscription Amount its Aggregate Purchase Price for the Initial Closing in accordance with Section 2.1. (minusd) At or prior to the Second Closing, if applicable, a Purchasers aggregate exercise price of each Purchaser purchasing Shares and Warrants in the Pre-Funded Warrants, which amounts shall Second Closing will deliver or cause to be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with delivered to the Company or (the “Purchaser Second Closing Deliverable”) its designeesAggregate Purchase Price for the Second Closing in accordance with Section 2.1.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinions addressed to the Purchasers, each in a legal opinion form reasonably satisfactory to such Purchasers, of (A) Company Counsel, in form and substance reasonably satisfactory (B) intellectual property counsel to the Placement AgentCompany, directed and (C) British Virgin Islands counsel to the Placement Agent and the Purchasers;Company. (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of Shares as specified below such Purchaser’s Pre-Funded Warrant, if applicable), name on such Purchaser’s signature page of this Agreement and next to the heading “Shares,” registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Shares, with an exercise price equal to $0.000014.30 per share, subject to adjustment thereintherein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)) shall have been filed with the Commission to cover the sale of the Shares hereunder in accordance with the Rules and Regulations. No stop order suspending the effectiveness of the Registration Statement or of any respective part thereof shall have been issued and no Proceeding for that purpose shall have been instituted or, to the knowledge of the Company or the Placement Agent, shall have been contemplated by the Commission. (b) As of the Closing Date, the Placement Agent shall have received the following: (i) letters, dated as of the Closing Date, of each of Mxxxxx LLP and RBSM LLP in form and substance satisfactory to the Placement Agent, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to placement agents with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus; (ii) a certificate, dated as of the Closing Date, of the chief executive officer and chief financial officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of such Closing Date; (ii) the Company has performed in all material respects all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement, the Prospectus, the General Disclosure Package, and any individual Issuer-Represented Free Writing Prospectus and, in their opinion (A) as of each Closing Date, neither (i) the General Disclosure Package, nor (ii) any individual Issuer-Represented Free Writing Prospectus, when considered together with the General Disclosure Package, included, any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (B) since the Effective Date no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement, the General Disclosure Package or the Prospectus; (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act; and (v) there has not occurred any Material Adverse Effect or any event that is likely to result in a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business; and (iii) such other opinions, certificates, letters and documents as the Placement Agent reasonably requests. The Placement Agent may in its sole discretion waive compliance with any conditions to the obligations of the Placement Agent hereunder. (c) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Placement Agent, as applicable, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) subject to the last sentence of Section 2.1, to the Placement Agent, such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of by wire transfer to the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with account directed by the Company or its designeesPlacement Agent.

Deliveries. (a) On or prior 3.1 It is of essence for Purchaser’s Business Activities and warranties to Customers that the Products are delivered on time in full to Pur- chaser’s receiving location specified in the Purchase Order. A xx- xxx can cause severe damages to Purchaser. Supplier must imme- diately notify Purchaser in writing in the event of an anticipated xx- xxx. A change of delivery time will not be binding on Purchaser un- less Purchaser has agreed to the Closing Datesame in writing. Partial delivery or excess delivery will correspondingly not be tolerated unless Pur- chaser has given its prior written approval. 3.2 If Supplier fails to deliver in line with the delivery time specified in the Purchase Order, without prejudice to any other rights and rem- edies provided herein and irrespective of any approval by Pur- chaser of a requested change to the Company delivery time, Purchaser shall deliver or cause be entitled to be delivered to each Purchaser the following: (i) this Agreement duly executed recover from Supplier any expenditure reasonably incurred by Purchaser in obtaining the Company; Products through premium (air) freight, (ii) reject the Products with a legal opinion refund of Company Counselthe purchase price, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; or (iii) in Purchaser’s discretion, either recover from Supplier SEK 800/NOK 800/EUR 80 per delayed order row or seek liqui- dated damages from Supplier at a rate of two (2) percent of the Companyorder value for each commenced week of delay. Liquidated dam- ages shall not exceed twenty (20) percent of the order value. 3.3 Unless otherwise agreed in writing, all deliveries shall be made DDP Incoterms (2020) to Purchaser’s wire instructionslogistic centers in Hallsberg (Sweden), on Company letterhead Gardemoen (Norway), Hyvinkää (Finland) (“LC”) or any other address designated by Purchaser. Supplier undertakes to ad- here to Purchaser’s from time to time applicable Logistics and executed by De- livery Terms. The Products shall be packed and marked (preferably GS1 GTIN/EAN 13) according to Purchaser’s specifications or, if absent, in a manner which is commercially reasonable. Without prejudice to any other rights and remedies provided herein, Pur- chaser will have a right at its discretion to in Supplier’s stead repack Products that fail to conform to aforementioned requirements against a reasonable handling fee. 3.4 Risk of loss will pass to Purchaser in accordance with the Chief Executive Officer or Chief Financial Officer; applica- ble Incoterms (iv) subject 2020). Title to the penultimate sentence Products will pass to Purchaser at the time the risk of Section 2.1loss passes to Purchaser. 3.5 The Products are, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaseror Customer’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001discretion, subject to adjustment therein; andinspection and testing by Purchaser or Customer for compliance with this Agreement after delivery. Purchaser’s receipt of and pay- ment for the Products will not be deemed acceptance thereof. 3.6 Unless otherwise agreed in writing, no later than on the tenth (vi10th) day of every calendar month during the Preliminary Prospectus term of this Agreement and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minusinstructions, if Supplier undertakes to send Purchaser information about sales and delivery statistics, consummated marketing support and earned bonuses incl. credit note, as applicable, a Purchasers aggregate exercise price of for the Pre-Funded Warrants, which amounts previous calendar month as well as ac- cumulated purchases for the applicable calendar year. The statis- tics shall be paid as reported per geography and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with product item group and item value in the Company or its designeesapplicable purchase currency.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company U.S. Counsel, in form and substance reasonably satisfactory acceptable to the Purchasers and the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) a legal opinion of Israeli Counsel, in form and substance reasonably acceptable to the Purchasers and the Placement Agent; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares Ordinary Shares equal to 100% of Common Stock such Purchaser’s Shares and Prefunded Warrants, with an exercise price equal to $9.00, subject to adjustment therein; (vii) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (viii) on the date hereof, the duly executed Lock-Up Agreements; and (viix) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (ii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of difference between (A) such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, and (B) the number of Shares otherwise issuable to such Purchaser that would cause such Purchaser’s Beneficial Ownership to be more than the Beneficial Ownership Limitation with an exercise price equal to $0.000010.0001 per share of Common Stock, subject to adjustment therein; and (viv) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) basis, a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of difference between (A) such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus applicable to Pre-Funded Warrants and (B) the number of Shares otherwise issuable to such Purchaser that would cause such Purchaser’s Beneficial Ownership to be more than the Beneficial Ownership Limitation with an exercise price equal to $0.000010.01 per share of Common Stock, subject to adjustment therein; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $0.000011.75, subject to adjustment therein; and; (vi) the Preliminary Prospectus and Company shall have provided each Purchaser with the Prospectus Escrow Agent’s wire instructions; and (which may be delivered in accordance with Rule 172 under vii) the Securities Act)Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price by wire transfer to the account of the Pre-Funded Warrants, which amounts shall be paid as and when Escrow Agent specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit B attached hereto; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) basis, a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (viv) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and (v) (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of such Purchaser’s Shares plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $2.00, subject to adjustment therein; (vi) the Preliminary Prospectus Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Prospectus Chief Executive Officer or Chief Financial Officer; (which may be delivered in accordance with Rule 172 under vii) the Securities Act)Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (minus, if applicable, a Purchasers aggregate exercise price of iii) the Pre-Funded Warrants, which amounts shall be paid as and when Registration Rights Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in the form and substance reasonably satisfactory acceptable to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) basis, a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the difference of the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment as provided therein; and; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 75% of the sum of such Purchaser’s Shares plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $2.91, subject to adjustment as provided therein; (vi) the Preliminary Prospectus and Company shall have provided each Purchaser with the Prospectus Escrow Agent’s wire instructions; (which may be delivered in accordance with Rule 172 under vii) the Securities Act)Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified pursuant to the Escrow Agreement; and (minus, if applicable, a Purchasers aggregate exercise price of iii) the Pre-Funded Warrants, which amounts shall be paid as and when Registration Rights Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject Subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Prefunded Warrants, with an exercise price equal to $2.30, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001 per share, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) basis, a book-entry statement evidencing a number of Shares equal to each the portion of such Purchaser’s Subscription Amount applicable to Shares divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such PurchaserPrice; (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001 per share of Common Stock, subject to adjustment as provided therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $3.00 per share of Common Stock, subject to adjustment as provided therein; (vii) the Registration Rights Agreement duly executed by the Company; (viii) the duly executed Lock-Up Agreements; and (viix) the Preliminary Prospectus and the Prospectus Supplement (which may be deemed to be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (minus, if applicable, a Purchasers aggregate exercise price of iii) the Pre-Funded Warrants, which amounts shall be paid as and when Registration Rights Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing Date, the Company Borrower shall deliver the following items to Lender on or cause to be delivered to each Purchaser before the followingRelease Date: (i) this Agreement duly executed immediately available funds ("Defeasance Deposit") in an amount sufficient to enable Lender to purchase, through means and sources customarily employed and available to Lender, for the account of Borrower, direct, non-callable obligations of the United States of America that provide for payments prior, but as close as possible, to all successive scheduled payment dates occurring after the Release Date, with each such payment being equal to or greater than one hundred twenty five percent (125%) of the product of the Allocated Loan Percentage for the Properties that are the subject of the applicable Defeasance multiplied by the Companyinstallments of principal and interest required to be paid under this Note (including, without limitation, all amounts due on the Maturity Date) for the balance of the term hereof ("Defeasance Collateral"), each of which shall be duly endorsed by the holder as directed by Lender or accompanied by a written instrument of transfer in form and substance satisfactory to Lender in its sole discretion (including, without limitation, such instruments as may be required by the depository institution holding such securities or the issuer of such securities, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement (as defined below) the first priority security interest in the Defeasance Collateral in favor of Lender; (ii) a legal opinion of Company Counselpledge and security agreement, in form and substance reasonably satisfactory to Lender in its reasonable discretion, creating a first priority security interest in favor of Lender in the Placement AgentDefeasance Collateral ("Defeasance Security Agreement"), directed which shall provide, among other things, that any payments generated by the applicable Defeasance Collateral shall be paid directly to Lender and applied by Lender to amounts then due and payable under this Note allocable to the Placement Agent Allocated Loan Amount for the Properties that are the subject of the applicable Defeasance and that any excess received by Lender from the Purchasersapplicable Defeasance Collateral over the amounts payable by Borrower under this Note allocable to the Allocated Loan Amount for the Properties that are the subject of the applicable Defeasance shall be first, paid to Lender and applied by Lender to any other amounts then due and payable under this Note, and second, refunded to Borrower promptly after each scheduled payment date; (iii) a certificate of Borrower certifying that all of the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officerrequirements of this Section 14.1 have been satisfied; (iv) subject an opinion of counsel for Borrower in form and substance and delivered by counsel satisfactory to Lender in its sole discretion, subject, however, to standard enforceability opinion qualifications and limitations, stating, among other things, that (aa) Lender has a perfected first priority security interest in the penultimate sentence Defeasance Collateral, (bb) the Defeasance Security Agreement is enforceable against Borrower in accordance with its terms and (cc) any REMIC Trust formed pursuant to a securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Internal Revenue Code Section 2.1860D, as amended from time to time, or any successor statute, as a copy result of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such PurchaserDefeasance; (v) a certificate from a firm of independent certified public accountants acceptable to Lender certifying that the Defeasance Collateral satisfies the requirements of Section 14.1c(i); (vi) written evidence from the applicable Rating Agencies that the Defeasance will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to the Defeasance for each Purchaser any securities issued in connection with the securitization which are then outstanding; (vii) a conveyance of Pre-Funded Warrants pursuant title to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser Property to purchase up be released to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment thereinPerson other than Borrower; and (viviii) the Preliminary Prospectus such other certificates, documents or instruments as Lender may reasonably require, including, without limitation, such amendments to this Note and the Prospectus (which may be delivered in accordance with Rule 172 under other Loan Documents as Lender reasonably deems appropriate to reflect the Securities Act)Defeasance. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, Counsel in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers;. (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) to each Purchaser that will receive any Preferred Stock in lieu of Shares pursuant to Section 2.1, (I) shares of Preferred Stock registered in the name of such Purchaser convertible into a number of shares of Common Stock (keeping in mind that one share of Preferred Stock has a stated value of $1,000) equal to the difference between (A) such Purchaser’s Subscription Amount divided by the Per Share Purchase Price and (minus B) the number of Shares otherwise issuable to such Purchaser that would cause such Purchaser’s beneficial ownership to equal 4.99% of the issued and outstanding shares of Common Stock issuable upon exercise Stock, and evidence of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name filing and acceptance of such Purchaserthe Certificate of Designation from the Secretary of State of Delaware; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of the portion aggregate amount of such Purchaser’s Subscription Amount Shares, and if applicable to Pre-Funded Warrants divided by Conversion Shares, on the Per Share Purchase Price minus $0.00001date hereof, with an exercise price equal to $0.00001_____, subject to adjustment therein; and; (vi) the Preliminary Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vii) the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of by wire transfer to the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with account specified in writing by the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date and the Second Closing Date, as applicable, the Company shall deliver or cause to be delivered to each applicable Purchaser the following: (i) this Agreement duly executed by a legal opinion of Company Counsel in a form reasonably acceptable to the Companyapplicable Purchasers; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory with respect to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1Closing Date, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit basis, a certificate or Withdrawal at Custodian system (“DWAC”) book entry statement evidencing a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser or, with respect to the Second Closing Date, a certificate from the Company representing such number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such Purchaser receiving a certificate from the Company, a “Paper Certificate Purchaser”); (viii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded the Warrants divided by the Per Share Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.01, subject to adjustment thereintherein (such original Warrant may be delivered within two Trading Days after the Closing Date); (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by an officer of the Company; and (viv) the Preliminary Prospectus and Registration Rights Agreement duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this such Purchaser’s Subscription Amount by wire transfer to the account specified in the Company’s wire instructions; (ii) the Registration Rights Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (iiiii) such Purchaser’s Subscription Amount (minusthe applicable Accredited Investor Questionnaire and, if applicable, a Purchasers aggregate exercise price of the PreRisk Acknowledgment for Individual Accredited Investors (Form 45-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash106F9), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the CompanyCompany shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of difference between (A) such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus and (B) the number of Shares otherwise issuable to such Purchaser that would cause such Purchaser’s Beneficial Ownership to be more than the Beneficial Ownership Limitation with an exercise price equal to $0.000010.001 per share of Common Stock, subject to adjustment therein; (vi) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $0.000010.82 per share of Common Stock, subject to adjustment therein; and (vivii) the Preliminary Prospectus and Registration Rights Agreement duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (minus, if applicable, a Purchasers aggregate exercise price of iii) the Pre-Funded Warrants, which amounts shall be paid as and when Registration Rights Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counselthe Company’s in-house legal counsel, directed to the Purchasers, in form and substance reasonably satisfactory acceptable to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantPrefunded Warrants, if applicable), registered in the name of such Purchaser; (v) (A) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Prefunded Warrant Shares, if applicable, with an exercise price equal to $0.649 per share, subject to adjustment therein, which warrant shall have a term of five (5) years and (B) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Prefunded Warrant Shares, if applicable, with an exercise price equal to $0.649 per share, subject to adjustment therein, which warrant shall have a term of two and one-half (2.5) years; (vi) if applicable, for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers such Purchaser’s aggregate exercise price of the Pre-Funded Prefunded Warrants, which amounts shall be paid as and when such Pre-Funded Prefunded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee(s).

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and, if applicable, the Warrant Shares underlying such Purchaser’s Prefunded Warrants on the date hereof, with an exercise price equal to $___, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsPrefunded Warrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory acceptable to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) a legal opinion of Israeli Company Counsel, in a form reasonably acceptable to the Placement Agent; (iv) subject to the sixth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sixth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Tranche A Warrant registered in the name of such Purchaser to purchase up to a number of shares Ordinary Shares equal to 200% of Common Stock such Purchaser’s Shares and Prefunded Warrant Shares; (vii) a Tranche B Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 200% of such Purchaser’s Shares and Prefunded Warrant Shares, less the number of Ordinary Warrant Shares issuable pursuant to the Tranche A Warrant issued to such Purchaser; (viii) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Unit Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein0.0001; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form Counsel and substance reasonably satisfactory intellectual property counsel to the Placement AgentCompany, directed substantially in the form agreed to prior to the Placement Agent and the PurchasersClosing Date; (iii) if settlement of the Company’s wire instructions, on Company letterhead and executed by Shares is not occurring via DVP in accordance with the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company (the “DTC”) Deposit or and Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each an unregistered Warrant in the name of such Purchaser to purchase up to a number of Preshares of Common Stock equal to seventy-Funded Warrants pursuant five percent (75%) of such Purchaser’s Shares, with an exercise price equal to Section 2.1, a signed $2.00 per share of Common Stock underlying the Warrant or Pre-Funded Warrant (as the case may be), subject to adjustment therein (such Warrant or Pre-Funded Warrant (as the case may be) certificate shall be delivered within three (3) Trading Days of the Closing Date); (v) if applicable, a registered Pre-Funded Warrant in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion number of Shares otherwise issuable to such Purchaser that would cause such Purchaser’s Subscription Amount applicable Beneficial Ownership to Pre-Funded Warrants divided by be more than 9.99% of the Per Share Purchase Price minus $0.00001issued and outstanding shares of Common Stock, with an exercise price equal to of $0.000010.01 per share, subject to adjustment therein; andtherein (such Warrant certificate shall be delivered within three (3) Trading Days of the Closing Date); (vi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vii) a comfort letter in form and substance reasonably satisfactory to the Placement Agent and the Purchasers; and (viii) a closing certificate in form and substance reasonably satisfactory to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory acceptable to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Units, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Unit Subscription Amount divided by the Per Share Pre-Funded Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.01, subject to adjustment therein (such Pre-Funded Warrant certificate may be delivered within three Trading Days of the Closing Date); (vi) a Series B Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares initially underling the Pre-Funded Warrants, with an exercise price equal to $1.25, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Purchaser and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Warrants, a signed Pre-Funded Warrant Warrants registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001, 0.01 subject to adjustment therein; and (vi) a Registered Warrant registered in the Preliminary name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and/or shares of Common Stock issuable upon the exercise of Pre-Funded Warrants, with an exercise price equal to $0.70, subject to adjustment therein, up to an amount of shares of Common Stock within the Company’s authorized and unissued balance of shares of Common Stock, and to the extent the Company has no further authorized and unissued shares of Common Stock, the balance of such warrant shall be issued in an Unregistered Warrant; (vii) the Lock-Up Agreements; and (viii) the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) the Investor Agreement executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Warrants, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees; and (iii) such Purchaser’s Subscription Amount with regard to the Pre-Funded Warrants purchased by such Purchaser, if any, by wire transfer to the account specified by the Company in Section 2.2(a)(iii) above, or as otherwise agreed by the Company and the Placement Agent.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the PurchasersAgents; (iii) the Company shall have provided the Placement Agents and/or each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, the Prospectus and Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); and (vi) a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable Shares with an exercise price equal to $[ ], subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase a number of Pre-Funded Warrant Shares equal to such Purchaser’s Pre-Funded Unit Subscription Amount divided by the sum of the Per Share Pre-Funded Unit Purchase Price minus plus the exercise price equal to $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)duly executed Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sixth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vi) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Pre-funded Warrant Shares, as applicable, with an exercise price equal to $2.20, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate last sentence of in Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares ADSs equal to each the portion of such Purchaser’s Subscription Amount applicable to ADSs divided by the Per Share ADS Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares represented by ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with and an exercise price equal to $0.000010.0001, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series F Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares represented by ADSs equal to 100% of such Purchaser’s Ordinary Shares represented by ADSs or Pre-Funded Warrants, as applicable, with an exercise price per ADS equal to $0.45, subject to adjustment therein; (vii) a Series G Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares represented by ADSs equal to 100% of such Purchaser’s Ordinary Shares represented by ADSs or Pre-Funded Warrants, as applicable, with an exercise price per ADS equal to $0.45, subject to adjustment therein; (viii) the duly executed Lock-Up Agreements; (ix) a legal opinion of Company U.S. Counsel, in form reasonably acceptable to the Placement Agent; (x) a legal opinion of Company Israeli Counsel, in form reasonably acceptable to the Placement Agent; (xi) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; and (xii) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the each Closing DateDate (except as otherwise indicated), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) as to the First Closing, a legal opinion of Company US Counsel and Company Israel Counsel, substantially in the form of Exhibit D attached hereto and substance shall include an opinion from Company US Counsel that, for purposes of Rule 144, the holding period of the Dilution Shares issuable pursuant to Section 4.17 shall be deemed to have commenced on the First Closing Date, and, as to each subsequent Closing a bring-down opinion reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) as to each Closing, a copy of the Company’s issuance letter to the Transfer Agent and a share certificate issued by the Company evidencing a number of Shares equal to such Purchaser’s applicable Subscription Amount, as to the applicable Closing, divided by the Per Ordinary Share Purchase Price, registered in the name of the Transfer Agent and the Company’s instructions to the Transfer Agent instructing the Transfer Agent to deposit such Shares to such Purchaser’s TASE member account or solely with respect to the Third Closing the US Transfer Agent Israeli account (as provided by such Purchaser pursuant to Section 2.2(b)(iv)); (iv) as to each of the First Closing and the Second Closing, a copy of the Company’s issuance letter to the Transfer Agent, a share certificate evidencing a number of Ordinary Shares equal to 3,458,408 (each amount of such Ordinary Shares, the “First Closing Additional Shares”, the “Second Closing Additional Shares”, respectively, and collectively the “Additional Shares”), registered in the name of the Transfer Agent and the Company’s instructions to the Transfer Agent instructing the Transfer Agent to deposit the Additional Shares to Alpha’s TASE member account (as provided by such Purchaser pursuant to Section 2.2(b)(iv)); provided, however, that, at the election of Alpha, Alpha has the right to receive, in lieu of all or a portion of such Additional Shares, a Debenture which is convertible into a number of Conversion Shares equal to the applicable number of Additional Shares, in which case, as to the First Closing or the Second Closing (as the case may be), the Company shall deliver a Debenture with a principal amount equal to such applicable number of First Closing Additional Shares or Second Closing Additional Shares multiplied by the Per Ordinary Share Purchase Price, registered in the name of Alpha; (v) as to each Closing, a Debenture with a principal amount equal to a portion of such Purchaser’s applicable Subscription Amount (if applicable as provided in Section 2.1(a), Section 2.1(b) or Section 2.1(c) as the case may be), registered in the name of such Purchaser; (vi) as to the Third Closing, a Warrant registered in the name of such Purchaser to purchase up to 49,607,407 Ordinary Shares, with an exercise price equal to NIS 0.72288, subject to adjustment therein; (vii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (viviii) as to the Preliminary Prospectus and First Closing, the Prospectus (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the each Closing DateDate (except as otherwise indicated), each Purchaser shall deliver or cause to be delivered to the Company the following: (i) as to the First Closing, this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) as to each Closing, such Purchaser’s applicable Subscription Amount by wire transfer to the account specified in writing by the Company; and (iiiii) as to the First Closing, the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount ; and (minus, iv) as to the First Closing and the Second Closing and (if applicable) the Third Closing, a Purchasers aggregate exercise price each Purchaser shall have provided the Company with the full details of its TASE member account to which its respective Shares (that will be registered in the name of the Pre-Funded WarrantsTransfer Agent for the benefit of such TASE member) will be deposited. (v) as to the Third Closing, which amounts each Purchaser shall have provided the Company with the full details required by the US Transfer Agent (in accordance with the Company’s instructions) in order for the US Transfer Agent to be able to issue the applicable ADSs in favor of such Purchaser. (vi) As to the First Closing, Alpha shall have provided the Company with the full details of two of the Board Appointees. (vii) As to the Second Closing, Alpha shall have provided the Company with the full details of the third Board Appointee. All actions to be taken and all documents to be executed and delivered by any party hereto at each Closing shall be paid as deemed to have been taken and when such Pre-Funded Warrants are exercised for cash)executed and delivered simultaneously, which and no action shall be made available for DVP settlement with the Company deemed taken nor any document executed or its designeesdelivered until all have been taken, executed and delivered.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Canadian Counsel and Company US Counsel, in form and substance reasonably satisfactory acceptable to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number Common Shares equal to 100% of such Purchaser’s Shares plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to US$4.21, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel(i) Xxxxxxxx, Xxxx, Xxxxxxxxxx & Xxxxxxx LLP, counsel to the Company, and (ii) Xxxxxx Xxxxxxx & Xxxxxxx LLP, special New York counsel to the Company, in each case substantially in form and substance reasonably satisfactory to the Placement AgentAgent and each Purchaser; (iii) a legal opinion of IP Counsel, directed substantially in the form and substances reasonably satisfactory to the Placement Agent and the Purchaserseach Purchaser; (iiiiv) subject to the sixth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Interim Chief Financial Officer; (ivv) subject to the penultimate sixth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares (or Pre-Funded Warrant Shares), with an exercise price equal to $____, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Pre-Funded Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001, 0.0001 subject to adjustment therein; (viii) the duly executed Warrant Agency Agreement; (ix) on the date hereof, the duly executed Lock-Up Agreements; and (vix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit C attached hereto addressed to the Purchasers and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Class A Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Units, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Unit Subscription Amount divided by the Per Share Pre-Funded Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vi) a Purchase Warrant registered in the name of each such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the aggregate number of Shares and the Pre-Funded Warrant Shares underlying the Pre-Funded Warrants initially issuable on the date hereof, if any, purchased by such Purchaser with an exercise price equal to $ , subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 promulgated under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Pxxxxxxxx; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with regard to the Pre-Funded WarrantsWarrants purchased by such Purchaser, which amounts shall be paid if any, by wire transfer to the account specified by the Company in Section 2.2(a)(iii) above, or as otherwise agreed by the Company and when the Placement Agent; and (iii) such Pre-Funded Warrants are exercised for cash)Purchaser’s Subscription Amount with regard to the Shares purchased by such Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the PurchasersAgents; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Principal Accounting Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit DRS book-entry procedure or Withdrawal at Custodian system (“DWAC”) , as elected by the Purchaser on the signature page hereto, the Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such PurchaserPrice; (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, subject to the last sentence of Section 2.1, a signed Pre-Funded Warrant registered in book-entry form in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001 per share of Common Stock, subject to adjustment therein; (vi) subject to the last sentence of Section 2.1, a Common Warrant registered in book-entry form in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $4.906, subject to adjustment as specified therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PxxxxxxxxXxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be (i) funded to the Company no later than close of business on March 1, 2024 and held in escrow by the Company prior to Closing or (ii) made available for DVP settlement with the Company or its designeesdesignee, in each case, as specified on the signature page hereto.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion within five (5) Business Days of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1Closing Date, a copy stock certificate evidencing that number of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount attributable to Shares pursuant to the Company’s option set forth in Section 2.1 divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Stated Value, registered in the name of such Purchaser; Purchaser (v) for it being agreed, however, that each Purchaser shall, upon consummation of Pre-Funded Warrants each Closing, be the record holder of such Shares), and/or such number of Common Shares equal to such Purchaser’s Subscription Amount attributable to Common Shares pursuant to the Company’s option set forth in Section 2.12.1 divided by $0.95 per share, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a (it being agreed, however, that each Purchaser shall, upon consummation of each Closing, be the record holder of such Common Shares) or alternatively, such number of shares of Common Stock equal to Shares entered in book entry with the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment thereinTransfer Agent; and (viiii) within five (5) Business Days of the Preliminary Prospectus and Closing Date, the Prospectus Warrants registered in the name of such Purchaser such that, in the aggregate, the number of Warrant Shares exercisable by such Purchaser will be equal to 80% of the Common Shares issued and/or Conversion Shares issuable to such Purchaser (which may it being agreed, however, that each Purchaser shall, upon consummation of each Closing, be delivered in accordance with Rule 172 under the Securities Actrecord holder of such Warrants). (b) On In addition to delivering the Subscription Amount as contemplated by Section 2.1, which shall be made available for DVP settlement with the Company or its designee, on or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; (ii) if you are an individual, provide a copy of your photo identification (e.g., Driver’s License or Passport); (iii) if you are an Accredited Investor (as defined herein), an executed copy of the Accredited Investor Questionnaire set forth on Exhibit D-1; and (iiiv) any other subscription documents requested by the Company, duly executed by such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Units, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to such Purchaser’s Pre-Funded Unit Subscription Amount divided by the Pre-Funded Unit Purchase Price, with an exercise price equal to $0.01, subject to adjustment therein (such Pre-Funded Warrant certificate may be delivered within three Trading Days of the Closing Date); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion ___% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Shares, with an exercise price equal to $0.00001____, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company U.S. Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the PurchasersPurchaser, in a form reasonably acceptable to the Placement Agent and the Purchaser; (iii) a legal opinion of Company Israeli Counsel, directed to the Placement Agent and the Purchasers in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iv) the Company shall have provided the Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares ADSs equal to each the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of the Purchaser; (vi) if applicable, a Pre-Funded Warrant registered in the name of the Purchaser to purchase up to a number of ADSs equal to the difference between (A) the Purchaser’s Subscription Amount divided by the Per Share Purchase Price and (minus B) the number of shares of Common Stock Shares otherwise issuable upon exercise of such to the Purchaser that would cause the Purchaser’s Pre-Funded Warrantbeneficial ownership of Ordinary Shares underlying the ADSs to be more than the Beneficial Ownership Limitation with an exercise price equal to $0.001 per ADS, if applicable), registered in the name of such Purchasersubject to adjustment therein; (vvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded an Ordinary Share Warrant registered in the name of such the Purchaser to purchase up to a number of shares of Common Stock ADSs equal to 125% of the portion of such Purchaser’s Subscription Amount applicable to Shares and Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Warrants, with an exercise price equal to $0.000011.48, subject to adjustment therein; (viii) the Lock-Up Agreements; and (viix) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxxthe Purchaser; and (ii) such the Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company U.S. Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) a legal opinion of Company Canadian Counsel, directed to the Company’s wire instructionsPlacement Agent and the Purchasers, on Company letterhead in form and executed by substance reasonably satisfactory to the Chief Executive Officer or Chief Financial OfficerPlacement Agent and the Purchasers; (iv) subject to the penultimate third sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system System (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment therein (such Pre-Funded Warrant certificate may be delivered within three Business Days of the Closing Date); (vi) a Preferred Investment Option registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrants, with an exercise price equal to $0.74, subject to adjustment therein; and (vivii) subject to the third sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PxxxxxxxxPurchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.