Common use of Deliveries Clause in Contracts

Deliveries. (a) On or prior to the Closing Date (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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 last sentence of Section 2.1Closing Date, a copy stock certificate evidencing a 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 such Purchaser’s Subscription Amount divided by the Per Share Purchase Pricepurchase price, registered in the name of such Purchaser;Purchaser (it being agreed, however, that each Purchaser shall, upon consummation of each Closing, be the record holder of such Shares), or alternatively, such number of Shares entered in book entry with the Transfer Agent; and (viii) for each Purchaser within five (5) Business Days of Prefunded the Closing Date, the Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a such that, in the aggregate, the number of shares of Common Stock Warrant Shares exercisable by such Purchaser will be equal to 100% of the portion Common Shares issued to such Purchaser (it being agreed, however, that each Purchaser shall, upon consummation of each Closing, be the record holder of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities ActWarrants). (b) On In addition to delivering the Subscription Amount as contemplated by Section 2.1, on or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the Company or its designee; (iii) if you are an individual, provide a copy of your photo identification (e.g., Driver’s License or Passport); (iv) if you are an Accredited Investor (as defined herein), an executed copy of the Accredited Investor Questionnaire set forth on Exhibit C-1; and (v) any other subscription documents requested by the Company, duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date (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, directed to the Placement Agent and the Purchasers, in a form and substance reasonably acceptable to the Placement Agent and Sthe Purchasers, and a legal opinion of Company ▇▇▇▇▇▇▇▇ Islands Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably 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 to the 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (viiv) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 delivered to the Placement Agent pursuant to the terms of the Placement Agency Agreement and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇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 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; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Series M Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 75% of the portion sum of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by Shares plus the Per Share Purchase Price minus $0.001shares of Common Stock issuable upon exercise of such Purchaser’s Series N Warrant, if applicable, with an exercise price equal to $0.0012.40, subject to adjustment therein; (viiv) for those Purchasers purchasing Series N Warrants, Series N Warrants to purchase the number of shares of Common Stock set forth on the date hereofPurchaser’s signature page hereto; (v) the Purchaser’s respective Leakout Agreement substantially in the form of Exhibit A, the duly executed Lock-Up Agreementsby the Company; and (viivi) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; (ii) the Purchaser’s duly executed Leakout Agreement substantially in the form of Exhibit A; and (iiiii) such Purchaser’s Subscription Amount, Amount which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (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 a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇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 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; (v) 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 shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.0010.0001, with an exercise price equal to $0.0010.0001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (viivi) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 that the Shares, when sold and issued in form accordance with this Agreement, will be validly issued, fully paid, and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇nonassessable; (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 last 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 basis, a number of Shares, which shall be in either certificated or Withdrawal at Custodian system (“DWAC”) Shares book-entry form, equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a compliance certificate, executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (i), (ii), and (iv) of Section 2.3(b) have been satisfied; (v) for each Purchaser a certificate of Prefunded Warrants pursuant the Company’s Secretary certifying as to Section 2.1(A) the Company’s certificate of incorporation and bylaws, a Prefunded Warrant registered in (B) the name resolutions of such Purchaser to purchase up to a number the Board of shares of Common Stock equal Directors approving this Agreement and the transactions contemplated hereby, and (C) good standing certificates with respect to the portion of such Purchaser’s Subscription Amount Company from the applicable authority(ies) in Delaware and any other jurisdiction in which the Company is qualified to Prefunded Warrant divided by do business, dated a recent date before the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein;Closing; and (vi) on such other information, certificates and documents as the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which Purchasers may be delivered in accordance with Rule 172 under the Securities Act)reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Company or its designeeaccount specified in this Agreement.

Deliveries. (a) On or prior to the Closing Date (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 CounselCounsel addressed to the Placement Agent as to U.S. securities law, dated as of the Closing Date, in a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇Agent; (iii) a legal opinion of Company Cayman Counsel addressed to the Placement Agent, dated as of the Closing Date, in a form reasonably acceptable to the Placement Agent; (iv) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser through the Placement Agent with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the 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; (vvi) 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 shares of Common Stock Ordinary Shares equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.00110.00, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and (viii) such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as each Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement through the Placement Agent with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 reliance letter from Company Counsel, substantially in the form of Exhibit B attached hereto, permitting Purchaser to rely on the legal opinion of Company Counsel, in form and substance reasonably acceptable Counsel delivered to the Placement Agent in accordance with the sale of the Shares and S▇▇▇▇▇▇▇Warrants; (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 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; (viv) 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 shares of Common Stock equal to the portion ______% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.001______, subject to adjustment therein; therein (vi) on such Warrant may be delivered within three Trading Days of the date hereof, the duly executed Lock-Up AgreementsClosing Date); and (viiv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (vi) UHY comfort letter in a form satisfactory to the Purchasers (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) as applicable, to Escrow Agent, such Purchaser’s Subscription AmountAmount by wire transfer to the account specified in the Escrow Agreement, which shall be made available for “Delivery Versus Payment” settlement and/or such Purchaser’s Company Notes, accompanied by a duly executed assignment of note with customary representations as to title, authority and absence of liens, in form provided by or acceptable to the Company or its designeeCompany.

Deliveries. (a) On or prior to the Closing Date (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 a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇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 OfficerOfficer of the Company; (iv) subject to the 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 PricePrice (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 Prefunded Pre-Funded Warrants pursuant to Section 2.1, a Prefunded 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 Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.0010.0001, with an exercise price equal to $0.0010.0001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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, Counsel in a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇each Purchaser; (iii) 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 the Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) if applicable, 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 difference between (A) the Subscription Amount divided by the Per Share Purchase Price 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 $0.001 per share of Common Stock, subject to the last sentence of Section 2.1, adjustment therein; (v) 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 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Preliminary Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s the Subscription Amount, which shall be made available for “Delivery Versus Payment” via DVP settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (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 ▇▇▇▇, the Placement Agent and each Purchaser; (iii) a cold comfort letter, addressed to the Placement Agent, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇the Purchasers, from the Company’s independent registered public accounting firm; (iiiiv) subject duly executed Officers’ Certificate and Secretary’s Certificate, in customary form reasonably acceptable to the last sentence of Section 2.1, Placement Agent; (v) 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 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; (vvii) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (viiviii) 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (aA) On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this This Agreement duly executed by the Company;; and (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 The Shares purchased by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (this Agreement which may be delivered in accordance with Rule 172 under pursuant to a book entry statement set forth on the Securities Act)records on the Company’s transfer agent and which may be delivered as soon as practicable after the Closing. (bB) On or prior to the Closing DateClosing, the Purchasers shall each Purchaser shall deliver or cause to be delivered to the Company, Company as applicable, the following: (i) this This Agreement duly executed by such P▇▇▇▇▇▇▇▇; the Purchaser and (ii) such The Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement Purchase Price by wire transfer to the account specified in writing by the Company. (C) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) The accuracy in all material respects on the applicable Closing date of the representations and warranties of the Purchasers contained herein; (ii) If required by the Nasdaq Listing Rules, the Company shall have submitted a Listing of Additional Shares Notification Form to Nasdaq and obtained the approval by Nasdaq of the transactions contemplated hereby and (D) The obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) The accuracy in all material respects when made on the applicable Closing date of the representations and warranties of the Company contained herein; (ii) All obligations, covenants and agreements of the Company required to be performed at or its designeeprior to the applicable closing shall have been performed and (iii) The delivery by the Company of the items set forth in Section 1.1(b)(A) to be delivered by the Company.

Deliveries. (a) On or prior the date that this Agreement is executed, (A) the Company shall deliver to the Closing Date Purchasers (except i) this Agreement, a Registration Rights Agreement, and the Voting Agreement – Individual Shareholders, (ii) Warrants in respect of the number of Warrant Shares indicated below such Purchaser’s name on the signature page of this Agreement as indicated below)being subject to issuance at the time of execution and delivery of this Agreement, registered in the name of such Purchaser or its nominee, and (iii) letters addressed to each of Peninsula Capital Advisors, L.L.C. and Quaker Capital Management waiving the requirements of Section 2(b) of their respective Confidentiality Agreements with the Company, dated April 16, 2004 and April 19, 2004, respectively, in respect of the transactions contemplated by this Agreement and the exercise by any Purchaser or assignee thereof that is an affiliate of Peninsula Capital Advisors L.L.C. or Quaker Capital Management, at any time and from time to time, of all of its rights as a security holder of the Company or otherwise, each of (i) to (iii) duly executed by the Company, and (iv) a legal opinion of Company Counsel substantially in the form of Exhibit E hereto, (B) each Purchaser shall deliver to the Company this Agreement and a Registration Rights Agreement, each duly executed by such Purchaser, and (C) Peninsula shall deliver to the Company the Voting Agreement — Peninsula. (b) At the Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a certificate evidencing the number of Shares equal to the number of Shares indicated below such Purchaser’s name on the signature page of this Agreement duly executed by Agreement, registered in the Companyname of such Purchaser or its nominee; (ii) Warrants in respect of the number of Warrant Shares indicated below such Purchaser’s name on the signature page of this Agreement as being subject to issuance at Closing; and (iii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 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 substantially in the name form of such Purchaser; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)Exhibit F hereto. (bc) On or prior to At the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company, as applicablein United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, the following: (i) this Agreement duly executed Per Share Purchase Price for the Shares being purchased by such P▇▇▇▇▇▇▇▇; and (ii) Purchaser, as indicated on such Purchaser’s Subscription Amountsignature page to this Agreement, which shall be made available for “Delivery Versus Payment” settlement with multiplied by the Company or its designeenumber of Shares being purchased by such Purchaser.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)The Corporation shall deliver, 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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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 CompanyAgent, as applicable, the followingwithout charge: (i) this Agreement duly executed on the date hereof, a copy of the Preliminary Prospectus and the Final Prospectus, each signed and certified as required by such P▇▇▇▇▇▇▇▇Applicable Securities Laws; (ii) contemporaneously with the filing of the Final Prospectus, a copy of any other document required to be filed or that is otherwise delivered by the Corporation in respect of the Offering under the laws of each of the Selling Jurisdictions in compliance with Applicable Securities Laws, to the extent not available on SEDAR; (iii) the private placement memorandum incorporating the Prospectus prepared for use in connection with the Offering for the sale of the Offered Units in the United States (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum; (iv) prior to the filing of the Final Prospectus, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Unit Shares and the Warrant Shares (upon exercise of the Warrants) issuable in connection with the Offering (including, for greater certainty, Common Shares issued in connection with the exercise of the Compensation Warrants) have been approved for listing subject only to satisfaction by the Corporation of certain standard post-Closing conditions imposed by the TSX (the “Standard Listing Conditions”), as shall be set out in the TSX conditional approval letter in respect of the Offering (the “TSX Letter”), and which Standard Listing Conditions shall, for the avoidance of doubt, exclude any requirement for shareholder approval; and (v) contemporaneously with, or prior to, the filing of the Final Prospectus, a “long form” comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Agent, addressed to the Agent from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained in the Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter, which letter shall be in addition to the Corporation’s Auditors consent letter addressed to the Canadian Securities Regulators. Prior to the filing of any Prospectus Amendment with the Securities Regulators, the Corporation shall deliver, or cause to be delivered, to the Agent a copy of such Prospectus Amendment signed and certified as required by Applicable Securities Laws of the Canadian Selling Jurisdictions. Concurrently with the delivery of any Prospectus Amendment, the Corporation shall deliver to the Agent and the Agent’s counsel, with respect to such Prospectus Amendment, opinions, comfort letters and such other documentation substantially equivalent or similar to those referred to in this Section 4, as appropriate or reasonably requested by the Agent in the circumstances. (b) Delivery of the Prospectus and any Prospectus Amendment shall constitute a representation and warranty by the Corporation to the Agent that, as at the date of the Prospectus or Prospectus Amendment, as the case may be: (i) all information and statements (except information and statements relating solely to the Agent and provided by the Agent) contained in the Prospectus and any Prospectus Amendments are true and correct in all material respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Units; (ii) no material fact or information has been omitted from such Purchaserdisclosure (except facts or information relating solely to the Agent and provided by the Agent) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; (iii) such documents comply in all material respects with the requirements of the Applicable Securities Laws of the Canadian Selling Jurisdictions and have been filed (and a receipt therefor will be obtained, if required) in each of the Canadian Selling Jurisdictions; and (iv) except as set forth or contemplated in the Prospectus or any Prospectus Amendment or as has otherwise been publicly disclosed, there has been no adverse material change (actual, anticipated, contemplated, proposed or threatened) in the business, affairs, business prospects, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Corporation since the end of the period covered by the Financial Statements. Such deliveries shall also constitute the Corporation’s Subscription Amountconsent to the use by the Agent and any Selling Firm of the Prospectus and any Prospectus Amendment in connection with the Distribution of the Offered Units in the Selling Jurisdictions in compliance with this Agreement and Applicable Securities Laws. (c) The Corporation shall cause commercial copies of the Prospectus and the U.S. Memorandum to be delivered to the Agent without charge, which in such numbers and in such cities as the Agent may reasonably request. Such delivery shall be made available for “Delivery Versus Payment” settlement with effected as soon as possible and, in any event, no later than 5:00 p.m. (Toronto time) on June 27, 2017 or such other date and time as may be agreed upon by the Company or its designeeAgent and the Corporation.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 CounselB▇▇▇▇▇▇▇ Ingersoll & Rooney PC, U.S. securities counsel to the Company, Gowling WLG (Canada) LLP, Ontario counsel to the Company, and M▇▇▇▇▇▇ C▇▇▇▇▇, Nova Scotia counsel to the Company, substantially in form and substance forms reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇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 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; (v) 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 shares of Common Stock equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0010.60, subject to adjustment therein; therein (vi) on provided that the date hereof, original Warrant certificates may be delivered within three Trading Days of the duly executed Lock-Up AgreementsClosing Date); and (viivi) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees or by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 with respect to U.S. laws and securities matters, each in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, the Placement Agent, and each Purchaser; (iii) legal opinion of Company Counsel with respect to British Virgin Islands laws and securities matters, each in form and substance reasonably acceptable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, the Placement Agent, and each Purchaser; (iv) a certificate of the Company, dated as of such Closing Date and which may be relied upon by the Placement Agent, signed by the Chief Financial Officer of the Company, with respect to certain financial data contained in or incorporated by reference into the Registration Statement, in a form reasonably acceptable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, the Placement Agent, and each Purchaser; (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 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Final Prospectus Supplement (which may be delivered in accordance with Rule 172 424(b) under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the initial Closing Date (except as indicated below)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 an originally executed Note registered in the name of Company Counsel, Purchaser in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇principal amount of $250,000; (iii) subject to the last sentence of Section 2.1, an irrevocable instruction letter executed by the Company shall have provided each Purchaser with and the Company’s wire instructions, on Company letterhead and executed by transfer agent for the Chief Executive Officer or Chief Financial Officer;issuance of a book entry for 250,000 shares of the Company’s Common Stock issued in Purchaser’s name; and (iv) subject an irrevocable transfer agent letter to reserve the amount of shares issuable upon conversion of the Debenture which letter shall be in a form reasonably acceptable to the 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such $220,000 representing the purchase price after the deduction of $5,000 for the Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with legal expenses of the first Note subject to the closing by wire transfer pursuant to the wire instructions provided by the Company to the Purchaser. (c) On the subsequent Closing Date (if any) the Company shall deliver or its designeecause to be delivered to Purchaser the following: (i) an originally executed Note registered in the name of such Purchaser in the principal amount that corresponds to the schedule set forth above; (ii) an irrevocable instruction letter executed by the Company and the Company’s transfer agent for the issuance of a book entry for 250,000 shares of the Company’s Common Stock issued in Purchaser’s name; and (iii) a certificate duly executed by the Company’s chief executive officer in a form that is acceptable to the Purchaser. In addition, within five business days of the subsequent Closing Date, a stock certificate issued to Purchaser for 250,000 shares of the Company’s Common Stock. (d) On each subsequent Closing Date, the Purchaser shall deliver (by wire transfer pursuant to wire instructions provided by the Company to the Purchaser) to the applicable purchase price for the amount of the Note being funded according to the schedule above.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)Date, subject to the conditions precedent in Article VIII, the Company shall deliver or cause to be delivered to each Purchaser Investor the following: (i) this Agreement and the Registration Rights Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 its Co-Chief Executive Officer or Chief Financial OfficerOfficers; (iviii) subject to the last 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 such PurchaserInvestor’s Subscription Investment Amount divided by the Per Share Purchase Price, registered in the name of such Investor, or, at the election of such Investor, evidence of the issuance of such Purchaser; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant ’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser Investor, which evidence shall be reasonably satisfactory to purchase up such Investor; (iv) written consents from the entities listed on Schedule 6.8 (“Schedule 6.8 Consents”), confirming their approval for the Company to a number enter into this Agreement and consummate the transactions contemplated herein; (v) the Company’s board of shares of Common Stock equal to directors’ approval for entering into this Agreement and consummating the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment thereintransactions contemplated herein; (vi) on an officer’s certificate in a form reasonably acceptable to the date hereof, the duly executed Lock-Up Agreements; andInvestors’ counsel; (vii) the Prospectus filing of a Listing of Additional Shares Notification Form with The Nasdaq Stock Market LLC with respect to each issuance of securities pursuant to this Agreement; and (viii) such other opinions, certificates, statements, including, without limitation, a closing statement, and Prospectus Supplement (which agreements as the Investors’ counsel may be delivered in accordance with Rule 172 under the Securities Act)reasonably require. (b) On or prior to the Closing Date, subject to the conditions precedent in Article IX, each Purchaser Investor shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement and the Registration Rights Agreement duly executed by such P▇▇▇▇▇▇▇▇Investor; and and (ii) such PurchaserInvestor’s Subscription Investment Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 opinions of US Company Counsel and of Israeli Company Counsel, in form and substance the forms reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇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 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 such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (v) 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 shares of Common Stock ADSs equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001ADSs, with an exercise price per ADS equal to $0.001USD$2.50, subject to adjustment therein; therein (vi) on such Warrant certificate may be delivered within three Trading Days of the date hereof, the duly executed Lock-Up AgreementsClosing Date); and (viivi) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeCompany.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable satisfactory to the Placement Agent and S▇▇▇▇▇▇▇each of 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 last 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”) ), Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) 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 shares of Common Stock equal to the portion 80% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0013.12, subject to adjustment therein; therein (vi) a copy of such executed Warrant will be delivered via email on the date hereof, Closing Date and the duly originally executed Lock-Up AgreementsWarrant certificate may be delivered within two (2) Trading Days of the Closing Date); and (viivi) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)Date, the Company shall deliver or cause to be delivered to each Purchaser the Investor the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇Reserved; (iii) subject a Note convertible at the lower of (a) $0.15 and (b) the closing price of the Common Stock on the prior Trading Day plus $0.01, calculated prior to the last sentence Closing Date, registered in the name of Section 2.1, the Company shall have provided each Purchaser Investor with the Principal Amount reflected on to the Investor’s signature page; (iv) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject , setting forth the agreed upon flow of funds with respect to the last sentence of Section 2.1, a copy of the irrevocable instructions Closing reasonably acceptable 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 PurchaserInvestors; (v) the Security Agreement, the Pledge Agreement and the Registration Rights Agreement duly executed by the Company; (vi) the Guarantee Agreement duly executed by the parties thereto, including the Company and each Subsidiary in favor of the Investor as the secured parties thereunder; (vii) an Exchange Agreement between the Company, the Lead Investor and each Investor who invests at least $250,000 in cash, including the Lead Investor; (viii) a letter executed by the Company and the Transfer Agent reserving the Required Minimum for each Purchaser the benefit of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered the Investors; (ix) an officer’s certificate certifying that the representations and warranties of the Company in the name Purchase Agreement are true and correct 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 Purchaser specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to purchase up be performed, satisfied or complied with by the Company at or prior to the Closing Date under any Transaction Documents and no Event of Default has occurred; (x) a certificate evidencing the formation and good standing certificate or its equivalent of the Company and each of its material Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within 10 days of the applicable Closing Date; (xi) Reserved; (xii) Reserved; (xiii) an officer’s certificate, in the form acceptable to the Investor, executed by an officer of the Company and dated as of the Closing Date, as to (i) the resolutions adopted by the Company’s Board of Directors authorizing the transactions contemplated hereby in a form reasonably acceptable to the Investor, and (ii) the Articles of Incorporation of the Company and the organizational documents of each Subsidiary, each as in effect at the applicable Closing; (xiv) a letter from the Transfer Agent certifying the number of shares of Common Stock equal outstanding on the Closing Date immediately prior to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment thereinClosing; (vixv) on appropriate termination statements releasing other Liens related to security interests securing Indebtedness and other instruments and releases as may be necessary to extinguish all Liens of the date hereof, the duly executed Lock-Up AgreementsCompany and its Subsidiaries and all security interests related thereto; and (vii) the Prospectus and 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 Investor shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇the Investor; (ii) the Investor’s Subscription Amount as set forth on the Investor’s signature page; (iii) the Guarantee Agreement duly executed by the Investor; and (iiiv) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeRegistration Rights Agreement duly executed by the Investor.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 duly executed and delivered Officer’s Certificate from the Company, in customary form reasonably satisfactory to the Placement Agent and the Placement Agent Counsel; (iii) a duly executed and delivered certificate of the Chief Financial Officer of the Company with respect to certain financial information dated as of the Closing Date, and in form and substance satisfactory to the Placement Agent and the Placement Agent Counsel; (iv) a duly executed and delivered Secretary’s Certificate dated as of the Closing Date, and in form and substance satisfactory to the Placement Agent and the Placement Agent Counsel; (v) a legal opinion of Company Counsel, in a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇the Placement Agent Counsel; (iiivi) 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; (ivvii) subject to the 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (viiviii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees.

Deliveries. (a) On or prior At the Closing, (i) in respect of Purchased Shares that are not Electronic Shares (the "Certificated Shares"), if any, each Seller shall deliver to the Closing Date Company's transfer agent one or more share certificates representing the relevant Purchased Shares (except in such amounts as indicated belowset forth opposite each such Seller's name on Schedule I hereto), accompanied by (A) a duly endorsed stock power in blank or other appropriate instrument of transfer as may be required by the Company transfer agent (duly endorsed or otherwise in form sufficient for transfer), and (B) written instructions to the transfer agent to issue a new share certificate to Purchaser and (ii) in respect of the Electronic Shares, if any, each Seller shall deliver or cause to be delivered issued to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion confirmation of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (iii) subject to the last sentence book entry transfer 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 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 such shares into 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 accounts of such Purchaser; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which as may be delivered in accordance with Rule 172 under the Securities Act)designated by Purchaser. (b) On or prior to At the Closing DateClosing, each Purchaser shall deliver to each Seller the portion of the Aggregate Purchase Price payable to such Seller in accordance with Section 1.2 above. (c) After the date hereof, each Seller shall, with respect to such Seller's Purchased Shares (i) use its commercially reasonable efforts to take, or cause to be delivered taken, all actions necessary or appropriate to consummate the Company, as applicable, the following: (i) transactions contemplated by this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and and (ii) cooperate with Purchaser to take such further action as may be required to cause appropriate share certificates or book entries representing the relevant Purchased Shares sold by it to Purchaser hereunder to be recorded in the name of Purchaser’s Subscription Amount, which as Purchaser shall be reasonably request (including, with respect to the Certificated Shares, making the deliveries contemplated by Section 1.3(a)(i) as promptly as practicable after the date hereof if such delivery are not made available for “Delivery Versus Payment” settlement concurrently with the Company execution and delivery of this Agreement), it being understood and agreed, however, that nothing herein shall require such Seller to cooperate with Purchaser with respect to any action, proceeding, lawsuit or its designeelitigation relating to the execution, delivery or performance of this Agreement or the Merger Agreement.

Deliveries. (a) On or prior to the Closing Date (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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (iii) subject to the last 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; (iviii) subject to the last 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 such Purchaser’s Subscription Amount divided by the Per Share Unit Purchase Price, registered in the name of such Purchaser; (viv) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded A 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 Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.001[●], subject to adjustment therein; (v) the duly executed Warrant Agency Agreement; (vi) on the date hereof, the duly executed Lock-Up Agreements; andAgreements from each director and officer of the Company; (vii) the Preliminary Prospectus and Final Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (viii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent; and (ix) 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)At each Closing, the Company shall deliver or cause to be delivered to each Purchaser the following; provided, however, that the items in Section 2.2(a)(i) need only be provided at the Initial Closing and the items in Section 2.2(a)(vi) need only be provided at the Subsequent Closing: (i) this Agreement duly executed by the CompanyCompany and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (ii) a legal opinion copy of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (iii) subject to the last sentence of Section 2.1, a certificate issued by the Company shall have provided each Purchaser with (or an executed letter from the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on credit the applicable shares of Preferred Stock to an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”electronic account of such Purchaser as of the applicable Closing Date) Shares equal to evidencing the shares of Preferred Stock purchased by such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePurchaser pursuant hereto, registered in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions); (viii) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) to purchase up to a the number of shares of Common Stock equal to Warrant Shares specified in the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001Warrant, subject to adjustment thereinas set forth therein and evidenced in the form of one or more certificates, substantially in the form of Exhibit C; (iv) the Company’s wire instructions; (v) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to such Purchaser, (A) certifying resolutions duly adopted by the Board of Directors (and any approval by the Audit Committee of the Company or other body of independent directors necessary or advisable) approving the transactions contemplated hereby and the other Transaction Documents and performance by the Company of its obligations hereunder and thereunder (collectively, the “Transactions”) and the Transaction Documents, and taking such other action as is required to duly authorize the Transactions and the Transaction Documents, the filing of the Certificate of Designation, and the issuance of the Preferred Stock, the Conversion Shares, the Warrants and the Warrant Shares (collectively, the “Required Board Approvals”); (B) certifying the Certificate of Incorporation and Bylaws and (C) certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company; (vi) on a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the applicable Closing Date, in form and substance reasonably satisfactory to such Purchaser, confirming that the representations and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Subsequent Closing Date; (vii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State of Delaware, as of a date hereof, within five (5) Business Days of the duly executed Lock-Up Agreementsapplicable Closing Date; and (viiviii) an opinion of counsel substantively in the Prospectus form attached hereto as Exhibit D, executed by Company Counsel as of the applicable Closing Date and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)addressed to such Purchaser. (b) On or prior to the Closing DateAt each Closing, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following; provided, however, that the items in Sections 2.2(b)(i) and (iii) need only be provided at the Initial Closing: (i) this Agreement duly executed by the such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription AmountAmount in respect of such Closing by wire transfer in immediately available funds to the account specified by the Company; (iii) an Internal Revenue Service Form W-8 or Form W-9, which as applicable, duly and validly executed by such Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions); and (iv) a certificate evidencing the good standing of such Purchaser under the Laws of such Purchaser’s jurisdiction of incorporation, as of a date within five (5) Business Days of the applicable Closing Date. (c) Notwithstanding anything to the contrary in this Agreement, the Company hereby agrees that the Purchasers may, in their sole discretion and upon written notice to the Company on the applicable Closing Date, deliver invoices for billed but unpaid legal services rendered and withhold (the “Legal Fees Deduction”) an amount equal to the Legal Fees (as defined below) from the Subscription Amount otherwise payable to the Company on such Closing Date and use the Legal Fees Deduction to satisfy outstanding invoices from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (the “Legal Fees”) directly on the Company’s behalf. For the avoidance of doubt, amounts withheld from the Subscription Amount pursuant to the Legal Fees Deduction shall be made available for “Delivery Versus Payment” settlement with deemed delivered to the Company or its designee.under Section 2.2(b)(ii) and shall not result in a reduction to the number of shares of Preferred Stock and/or Warrants issuable to the Purchasers on the applicable Closing Date, as set forth on Exhibit A.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 the forms reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇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 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 such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (v) 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 shares of Common Stock ADSs equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001ADSs, with an exercise price per ADS equal to $0.001USD$4.00, subject to adjustment therein; therein (vi) on such Warrant certificate may be delivered within three Trading Days of the date hereof, the duly executed Lock-Up AgreementsClosing Date); and (viivi) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeCompany.

Deliveries. (a) On The completion of the purchase and sale of the Shares and the Warrants being purchased hereunder (each, a “Closing”) shall occur remotely via the exchange of documents and signatures on or prior to March [--], 2020, promptly following the satisfaction of all conditions for Closing set forth below (the “Closing Conditions”), or on such later date or at such different location as the parties shall agree to in writing, but not prior to or later than the second business day after the date that the Closing Date Conditions have been satisfied or waived by the appropriate party (except the “Closing Date”). At each Closing, the Purchaser shall deliver to an account designated in writing by the Company, via wire transfer of immediately available funds, the Aggregate Purchase Price as indicated below)set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver or cause to be delivered to each Purchaser the following: (or its designated custodian per its delivery instructions), (i) the shares of Common Stock issuable to the Purchaser pursuant to this Agreement duly executed by (the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 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 (“DWACShares”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Pricein electronic, book-entry form, registered in the name of the Purchaser, or in such Purchaser; nominee name(s) as designated by the Purchaser in writing representing, or confirmation of instruction given by the Company to American Stock Transfer & Trust Company, LLC, in its capacity as the Company’s transfer agent for the Common Stock (vthe “Transfer Agent”), to register the Shares in electronic, book-entry form with respect to, the number of Shares set forth in Section 1.1 above and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) for each Purchaser of Prefunded Warrants pursuant to Section 2.1thereof; and (ii) the Warrants, a Prefunded Warrant registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser to purchase up to a in writing, in substantially the form attached hereto as Exhibit A, representing the number of shares of Common Stock equal Warrants set forth in Section 1.1 above and bearing an appropriate legend referring to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by fact that the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on Warrants were sold in reliance upon the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 exemption from registration under the Securities Act)Act provided by Section 4(a)(2) thereof. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (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, dated as of the Closing Date, in form and substance reasonably acceptable satisfactory to the Placement Agent and S▇▇▇▇▇▇▇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 Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant the Warrants divided by the Per Share Purchase Price minus $0.001Price, with an exercise price equal to $0.0010.0001, subject to adjustment therein; (v) an Officer’s Certificate, in form and substance satisfactory to the Purchasers; (vi) on a Secretary’s Certificate, in form and substance satisfactory to the date hereofPurchasers, that includes a good standing certificate for the duly executed Lock-Up AgreementsCompany, issued by the Secretary of State of the State of Delaware, dated not less than five (5) business days prior to the Closing Date; and (vii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignee per Section 2.1.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 opinion, and negative assurance letter, of Company Counsel, in a form and substance reasonably acceptable to the Purchasers and the Placement Agent and S▇▇▇▇▇▇▇Agents; (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 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 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; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Warrant Shares equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001shares of Common Shares, as applicable, with an exercise price equal to $0.0011.65 per share, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription AmountAmount with respect to the Securities, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 Counsel, in a form and substance reasonably acceptable satisfactory to the Placement Agent and S▇▇▇▇▇▇▇Purchaser; (iii) subject to Lock-Up Agreements in the last sentence form attached hereto as Exhibit A executed and delivered by each of Section 2.1the Company’s officers, directors and stockholders holding five percent (5%) or more of the Company’s issued and outstanding shares of Common Stock (each a “5% Stockholder” and collectively, the “5% Stockholders”), by no later than the date of this Agreement; (iv) [RESERVED] (v) the Company shall have provided each the 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 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 the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such the Purchaser; (vvii) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such the Purchaser to purchase up to a number of 3,157,895 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.0010.55 per share, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (viiviii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇the Purchaser; and (ii) such the Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to At the Closing Date (except as indicated below)Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: Share Acquiror (i) this Agreement duly executed by the Company; Shares in book-entry form; (ii) a legal opinion of Company Counsel, in form and substance evidence reasonably acceptable satisfactory to the Placement Agent and S▇▇▇▇▇▇▇; Share Acquiror that the Shares have been issued to the Share Acquiror pursuant to a private placement exempt from registration under the Securities Act; (iii) subject to the last sentence of Section 2.1a certificate, 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; Officer of the Company, dated as of the Closing Date, to the effect that the Conditions specified in Section 8.1 and Section 8.2 have been satisfied; and (iv) subject to the last 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, the Shares to the Share Acquiror, 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, a book entry position in an account registered in the name of such Purchaser; (v) for each the Purchaser at the Transfer Agent and evidence of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered Share Acquiror’s ownership of the Shares from the Transfer Agent in the name form 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 Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up AgreementsDirect Registration Book Entry Advice; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or at least three (3) Business Days prior to the Closing Date, each Purchaser the Share Acquiror shall deliver or cause to be delivered to the Company the Purchase Price by wire transfer of immediately available funds to an account designated by the Company in writing to the Share Acquiror. The Company shall utilize an escrow agent reasonably acceptable to the Share Acquiror (it being understood that the Company, as applicable, the following: (i) this Agreement duly executed by such P’s U.S. counsel ▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which ▇ Procter LLP shall be made available reasonably acceptable for “Delivery Versus Payment” settlement such purpose) to receive the Purchase Price as contemplated herein. The Company shall cause such escrow agent to follow the written instructions, including through means of electronic mail, of the Share Acquiror (or any one of its authorized representatives or that of its counsel) with respect to the release of the Purchase Price at the Closing. The Company or its designeeand the Share Acquiror agree that no interest shall accrue on the Purchase Price deposited into the Company’s account as contemplated by this Section 3.2.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 Agents and the Purchasers, in a form and substance reasonably acceptable to the Placement Agent Agents and S▇▇▇▇▇▇▇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 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; (v) 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 shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0012.65, subject to adjustment therein; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the date hereof, the duly executed Lock-Up Agreements; andChief Executive Officer or Chief Financial Officer; (vii) the Warrant Agency Agreement, duly executed by the parties thereto; (viii) the Lock-Up Agreements, duly executed; and (ix) the Pricing 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (aA) On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this This Agreement duly executed by the Company;; and (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 The Shares purchased by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (this Agreement which may be delivered in accordance with Rule 172 under pursuant to a book entry statement set forth on the Securities Act)records on the Company’s transfer agent and which may be delivered as soon as practicable after the Closing. (bB) On or prior to the Closing DateClosing, the Purchasers shall each Purchaser shall deliver or cause to be delivered to the Company, Company as applicable, the following: (i) this This Agreement duly executed by such P▇▇▇▇▇▇▇▇; the Purchaser and (ii) such The Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement Amount by wire transfer to the account specified in writing by the Company. (C) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) The accuracy in all material respects on the applicable Closing date of the representations and warranties of the Purchasers contained herein; (ii) Subject to the prior completion of (iii) – (viii), the delivery by the Purchasers of the items set forth in Section 1.1(b)(B) of this Agreement to be delivered by the Purchasers; (iii) The Company shall have obtained the approval of the holders of a majority of its outstanding shares of Common Stock entitled to vote on matters submitted to the Company’s stockholders authorizing the execution and performance by the Company of this Agreement and the transactions contemplated hereby; (iv) The Company shall have prepared and filed with the Securities and Exchange Commission a Preliminary Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or its designeeif required by law to obtain the approval contemplated in the foregoing clause (iv), a Preliminary Proxy Statement pursuant to Section 14(a) of the Exchange Act, providing notice of and describing such approval in the manner required by the Exchange Act, the Delaware General Corporate Law, and the articles of incorporation and bylaws of the Company; (v) The Company shall have filed with the SEC a Definitive Information Statement or Proxy Statement, as the case may be; (vi) The Company shall have mailed or electronically transmitted the Definitive Information Statement or Proxy Statement, as the case may be, to every security holder of each class of equity security that is entitled to vote or give an authorization, proxy, or consent in regard to the execution and performance by the Company of this Agreement; (vii) If required by the Nasdaq Listing Rules, the Company shall have submitted a Listing of Additional Shares Notification Form to Nasdaq and obtained the approval by Nasdaq of the transactions contemplated hereby; and (viii) Subject to the foregoing, if a Definitive Information Statement is required and has been filed and mailed as required by the applicable rules and regulations of the Securities and Exchange commission, the Closing shall occur at least 20 calendar days after such filing. (D) The obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) The accuracy in all material respects when made on the applicable Closing date of the representations and warranties of the Company contained herein; (ii) All obligations, covenants and agreements of the Company required to be performed at or prior to the applicable closing shall have been performed and (iii) The delivery by the Company of the items set forth in Section 1.1(b)(A) to be delivered by the Company.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable satisfactory to the Placement Agent Agents and S▇▇▇▇▇▇▇the Purchasers addressed to the Placement Agents 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 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; (v) for a copy of each Purchaser of Prefunded Warrants pursuant to Section 2.1the Lockup Agreements in the form of Exhibit B hereof (the “Lockup Agreement”), by and between the Placement Agents and each of the Company’s director, officers and shareholders listed on Schedule 2.2(a)(v) attached hereto (the “Shareholders”), duly executed by the parties thereto; (vi) a Prefunded 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 150% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0018.00, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the each Closing Date (except as indicated belownoted), 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) a legal opinion opinions of Company CounselCounsels, substantially in the form of Exhibit C-1 and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇C-2 attached hereto; (iii) subject as 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 last sentence of Section 2.1Closing, 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 Debenture with a principal amount equal to such Purchaser’s First Closing, Second Closing or Third Closing Subscription Amount divided Amount, as applicable, as set forth on the signature page hereto executed by the Per Share Purchase Price, such Purchaser registered in the name of such Purchaser; (viv) for as to each Purchaser of Prefunded Warrants pursuant to Section 2.1Closing, a Prefunded 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 First Closing, Second Closing or Third Closing Subscription Amount applicable to Prefunded Warrant Amount, as applicable, as set forth on the signature page hereto executed by such Purchaser divided by the Per Share Purchase Conversion Price minus $0.001of the Debentures issuable at such Closing, with an exercise price equal to $0.001150% of Conversion Price of the Debentures issuable at such Closing, subject to adjustment thereintherein (such Warrant certificate may be delivered within three Trading Days of each Closing Date); (v) as to the First Closing, the Security Agreement, duly executed by the Company and each Subsidiary, along with all of the Security Documents, including the Subsidiary Guarantee, duly executed by the parties thereto; (vi) on as to the date hereofFirst Closing, a German parallel debt agreement, a German share pledge agreement, a German accounts pledge agreement, a German security assignment agreement regarding receivables and a German security transfer agreement regarding patent applications (collectively, the duly executed Lock-Up “German Security Agreements”); and (vii) as to the Prospectus Second Closing and Prospectus Supplement (which may be delivered in accordance Third Closing, an officer’s certificate setting forth the Company’s compliance with Rule 172 under its Representations and Warranties and a bring-down of the Securities Act)Disclosure Schedules. (b) On or prior to the each Closing Date(except as noted), each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) As to the First Closing, this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s First Closing, Second Closing or Third Closing Subscription AmountAmounts, which shall be made available for “Delivery Versus Payment” settlement with as applicable, as set forth on the Company or its designeesignature page hereto executed by such Purchaser by wire transfer to the account specified in writing by the Company; and (iii) as to the First Closing, the Security Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (iii) subject a certificate evidencing a number of shares of Preferred Stock equal to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Companysuch Purchaser’s wire instructions, on Company letterhead and executed Subscription Amount minus such Purchaser’s Aggregate Per Share Purchase Price divided by the Chief Executive Officer or Chief Financial OfficerStated 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; (iv) subject to the 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 Aggregate Per Share Purchase Price divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) 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 to, in the aggregate among all Purchasers, a number of shares of Common Stock equal to the portion 25% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by $1.75 (subject to adjustment for reverse and forward stock splits and the Per Share Purchase Price minus $0.001like), with an exercise price equal to $0.0011.97, subject to adjustment therein; therein (vi) on such Warrant certificate may be delivered within three Trading Days of the date hereof, the duly executed Lock-Up AgreementsClosing Date); and (viivi) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Company or its designeeaccount specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇of 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 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 DTC 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; (viv) 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 shares of Common Stock equal to the portion ●% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an initial exercise price equal to $0.001, subject to adjustment therein; ● per share of Common Stock underlying the Warrant (vi) on such Warrant certificate may be delivered within three Trading Days of the date hereof, the duly executed Lock-Up AgreementsClosing Date); and (viiv) the Prospectus and 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, as applicable, the following: (i) Company this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser. (iic) such Purchaser’s Subscription AmountOn the Closing Date, which upon satisfaction of the covenants and conditions set forth herein, the Placement Agent shall be made available for “Delivery Versus Payment” settlement with deliver the purchase price to the Company or its designeeby wire transfer of immediately available funds to an account specified by the Company, after deduction of the Placement Agent’s fees and agreed reimbursable expenses.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇such Purchaser; (iii) subject a certificate evidencing a number of shares of Series D Preferred Stock equal 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 such Purchaser's Subscription Amount divided by the Chief Executive Officer or Chief Financial OfficerStated Value, registered in the name of such Purchaser; (iv) subject a certificate evidencing a number of shares of Series D Preferred Stock, if required pursuant to the 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 Price4.16, registered in the name of such Purchaser; (v) 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 shares of Common Stock equal to the portion 200% of such Purchaser’s 's Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment thereininitial Conversion Price; (vi) on a Warrant registered in the date hereofname of such Purchaser, the duly executed Lock-Up Agreements; andif required pursuant to Section 4.16; (vii) the Prospectus Voting Agreements; (viii) a certificate, duly executed by its Chief Executive Officer, certifying as to the satisfaction of the conditions set forth in Section 2.3(b); and (ix) a certificate executed by its Secretary having attached thereto (i) the Company's Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as in effect at the Closing Date, (ii) the Company's By-Laws as in effect at the Closing Date, (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby, and Prospectus Supplement (which may be delivered in accordance iv) good standing certificate with Rule 172 under respect to the Securities Act)Company from the Secretary of State of the State of Delaware. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s 's Subscription AmountAmount by wire transfer to the Escrow Agent escrow account as specified in writing by the Escrow Agent. (c) On the Closing Date, which shall be made available for “Delivery Versus Payment” settlement with the Company shall deliver or its designeecause to be delivered to each Qualifying Purchaser a certificate representing the number of shares of Exchange Shares and the Exchange Warrants the Company is required to deliver pursuant to Section 4.16. (d) On the Closing Date, each Qualifying Purchaser shall deliver or cause to be delivered to the Company the following: (i) an Exchange Election Notification; (ii) the Surrendered Securities or, to the extent necessary, the Lost Securities Indemnity.

Deliveries. (a) On or prior to the each Closing Date (except as indicated below)Date, the Company shall deliver or cause to be delivered to each of the Placement Agent on behalf of each Purchaser participating in the applicable Closing the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (iii) subject to the last sentence of Section 2.1, the Company shall have provided stock certificate or book entry statement for 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 last sentence of Section 2.1, a copy of the irrevocable instructions to from the Transfer Agent instructing the Transfer Agent to deliver on representing an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares amount of shares of Common Stock equal to such Purchaser’s Subscription Amount amount divided by the Per Share Purchase Price, registered in the name of such Purchaser1; (viii) for each Purchaser a Warrant to purchase a number of Prefunded Warrants pursuant shares of Common Stock equal to Section 2.1such Purchaser’s Subscription amount divided by 1, duly executed by the Company; (iv) a Prefunded 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 amount multiplied by three-two hundredths (3/200ths), duly executed by the Per Share Purchase Price minus $0.001Company; (v) a copy of a good standing certificate of the Company, with an exercise price equal dated a date reasonably close to $0.001, subject to adjustment thereineach Closing Date; (vi) on for initial Closing Date only, a certificate, dated as of the date hereofClosing Date, duly executed, and delivered by an officer of the duly Company, certifying the resolutions of the Company’s Board of Directors then in full force and effect authorizing, to the extent relevant, all aspects of the transaction and the execution, delivery and performance of each Transaction Document to be executed Lock-Up Agreementsand the transactions contemplated hereby and thereby; (vii) opinion of counsel to the Company in form satisfactory to the counsel to the Placement Agent; and (viiviii) such other approvals, opinions, or documents as the Prospectus Placement Agent may request in form and Prospectus Supplement (which may be delivered in accordance with Rule 172 under substance reasonably satisfactory to the Securities Act)Placement Agent. (b) On or prior to the Closing DateDate in which respect of a Purchaser is participating, each such Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount as to the Company or its designeeClosing by wire transfer to the Escrow Agent to the account specified in Schedule 2.1 hereto; and (iii) Purchaser Questionnaire in the form of Exhibit C hereto.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇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) the Lock-Up Agreement; (v) subject to the 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; (vvi) for each Purchaser of Prefunded Pre-Funded Warrants pursuant to Section 2.1, a Prefunded 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 the Pre-Funded Warrants divided by the Per Share per Pre-Funded Warrant Purchase Price minus $0.001Price, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the Company or its designeedesignees.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 last sentence of Section 2.1Closing Date, a copy stock certificate evidencing a 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 such Purchaser’s ’ s Subscription Amount divided by the Per Share Purchase Pricepurchase price, registered in the name of such Purchaser;Purchaser (it being agreed, however, that each Purchaser shall, upon consummation of each Closing, be the record holder of such Shares), or alternatively, such number of Shares entered in book entry with the Transfer Agent; and (viii) for each Purchaser within five (5) Business Days of Prefunded the Closing Date, the Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a such that, in the aggregate, the number of shares of Common Stock Warrant Shares exercisable by such Purchaser will be equal to 100% of the portion Common Shares issued to such Purchaser (it being agreed, however, that each Purchaser shall, upon consummation of each Closing, be the record holder of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities ActWarrants). (b) On In addition to delivering the Subscription Amount as contemplated by Section 2.1, on or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the Company or its designee; (iii) if you are an individual, provide a copy of your photo identification (e.g., Driver’s License or Passport); (iv) if you are an Accredited Investor (as defined herein), an executed copy of the Accredited Investor Questionnaire set forth on Exhibit C-l; and (v) any other subscription documents requested by the Company, duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date (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 (i) Company CounselCounsel and (ii) the Company’s Quebec counsel, each in a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇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 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.0011.05, with an exercise price equal to $0.0011.05, subject to adjustment therein; (v) a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Stated Value (as defined in the Terms of the Series A Preferred Shares), registered in the name of such Purchaser and evidence of the filing and acceptance of Terms of the Series A Preferred Shares from the Registraire des Entreprises du Québec; and (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)Registration Rights Agreement. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. (c) On or prior to an Option Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to the applicable Purchaser the following: (i) a legal opinion of each of (i) Company Counsel and (ii) the Company’s Quebec counsel, each in a form reasonably acceptable to the Placement Agent and the Purchasers; (ii) 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; (iii) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the pro rata portion of such Purchaser’s Subscription Amount specified in the Option Notice divided by $1.05, with an exercise price equal to $1.05, subject to adjustment therein; and (iv) a certificate evidencing a number of Shares equal to the pro rata portion of such Purchaser’s Subscription Amount specified in the Option Notice divided by the Stated Value (as defined in the Terms of the Series A Preferred Shares), registered in the name of such Purchaser and evidence of the filing and acceptance of Terms of the Series A Preferred Shares from the Registraire des Entreprises du Québec. (d) On or prior to an Option Closing Date, the applicable Purchaser shall deliver or cause to be delivered to the Company the pro rata portion of such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇Purchasers; (iii) a certification of the Chief Executive Officer of the company as to the intellectual property of the Company, in form reasonably acceptable to the Placement Agent and Purchasers; (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 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;; and (vvi) 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 shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0011.00, subject to adjustment therein; (vivii) on the date hereof, the duly executed Lock-Up Agreements; (viii) the disclosure schedules set forth herein; and (viiix) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)) as filed with the Commission. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the each Closing Date (except as indicated belowotherwise indicated), the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) as to First Closing and the Second Closing, a legal opinion copy of the Company’s share certificate issued by the Company Counselevidencing the number of Shares listed in Sections 2.1(a) and 2.1(b) respectively, registered in form the name of the Transfer Agent and substance reasonably acceptable the Company’s instructions to the Placement Transfer Agent and S▇▇▇▇▇▇▇instructing the Transfer Agent to deposit such Shares to such Purchaser’s TASE member account; (iii) as to the Third Closing, a Warrant registered in the name of such Purchaser to purchase such number of Ordinary Shares (subject to the last sentence of Section 2.12.1(c)), with an exercise price equal to NIS 0.8 per Ordinary Share, subject to adjustment therein; and (iv) the Company shall have provided each the 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 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to each Closing Date (except as otherwise indicated), the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) as to the First Closing, this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; (ii) as to the First Closing and the Second Closing, the Purchaser’s applicable Subscription Amount by wire transfer to the account specified in writing by the Company; and (iiiii) as to the First Closing and the Second Closing, the 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 Transfer Agent for the benefit of such Purchaser’s Subscription Amount, which TASE member) will be deposited. All actions to be taken and all documents to be executed and delivered by any party hereto at each Closing shall be made available for “Delivery Versus Payment” settlement with the Company deemed to have been taken and executed and delivered simultaneously, and no action shall be deemed taken nor any document executed or its designeedelivered until all have been taken, executed and delivered.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 UK Company Counsel and Company US Counsel, in a form and substance reasonably acceptable to the Placement Agent Agent, Purchasers and S▇▇▇▇▇▇▇the Depositary; (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 last sentence of Section 2.1, a 2.1a 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 such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser;; and (v) 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 shares of Common Stock ADSs equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001ADSs, with an exercise price equal to $0.0013.00, subject to adjustment therein; therein (vi) on such Warrant certificate may be delivered within three Trading Days of the date hereof, the duly executed Lock-Up AgreementsClosing Date); and (viivi) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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; (iviii) subject to the 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; (viv) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Warrant, with an exercise price equal to $0.0010.0001, subject to adjustment therein; (viv) on the date hereof, the duly executed Lock-Up Agreements; and (viivi) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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; (iii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iv) subject to the 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; (v) 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 shares of Common Stock equal to 50% of the portion number of Shares purchased by such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.0013.59, subject to adjustment thereintherein (such Warrant certificate may be delivered within two Trading Days of the Closing Date); (vi) on the date hereof, the Registration Rights Agreement duly executed Lock-Up Agreementsby the Company (vii) a certificate, in form provided to the Company, executed by an officer of the Company and dated as of such Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors in a form reasonably acceptable to Purchaser, (ii) the certificate or articles of incorporation of the Company (of which a certified version shall be attached to such certificate) and (iii) the Company’s bylaws (which shall be attached to such certificate, each as in effect at such Closing; and (viiviii) the Prospectus and Prospectus Supplement (which may be delivered in accordance Company shall have provided each Purchaser with Rule 172 under the Securities Act)Escrow Agent’s wire instructions. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription AmountAmount by wire transfer to the account specified by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) Prior to the date hereof, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeehas delivered to each Purchaser, and the Purchaser has had the opportunity to review, in each case, the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

Deliveries. (a) On or prior to the Closing Date (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 Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇the Purchasers, as applicable; (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 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; (v) 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 shares of Common Stock equal to 100% of the portion sum of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by Shares on the Per Share Purchase Price minus $0.001date hereof, with an exercise price equal to $0.0010.35, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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; (iviii) subject to the last sentence of Section 2.1, a copy evidence 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”) issuance of a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, 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; (iv) a notice of uncertificated issuance evidencing a number of Preferred Shares equal to such Purchaser’s Subscription Amount attributable to the Preferred Shares divided by the Per Preferred Share Purchase Price and evidence that the Amendment to the Articles are in effect; (v) for each Purchaser a certificate, executed by the Secretary of Prefunded Warrants pursuant to the Company and dated as of the Closing Date, certifying (i) the resolutions consistent with Section 2.13.1(c) as adopted by the Board, a Prefunded Warrant registered in (ii) the name of such Purchaser to purchase up to a number of shares of Common Stock equal Company’s Articles, as amended by the Amendment to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided Articles, and (iii) that the Company has performed, satisfied and complied with the covenants, agreements and conditions required by the Per Share Purchase Price minus $0.001Transaction Documents to be performed, satisfied or complied with an exercise price equal by the Company at or prior to $0.001, subject to adjustment therein;the Closing Date; and (vi) on the date hereof, the Investor Rights Agreement duly executed Lock-Up Agreements; and (vii) by the Prospectus and Prospectus Supplement (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, as applicable, Company the following: (i) this Agreement duly executed by such PPurchaser; (ii) to such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; (iii) the Investor Rights Agreement duly executed by such ▇▇▇▇▇▇▇▇▇; and (iiiv) such if required by the Company, satisfactory evidence of the Purchaser’s Subscription Amountqualifications to purchase the Securities in reliance on an exemption from the Securities Act or the Canadian prospectus requirements in NI 45-106, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeas applicable.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)each Closing, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable as to the Placement Agent and S▇▇▇▇▇▇▇First Closing, the Registration Rights Agreement duly executed by the Company; (iii) subject as to the last sentence First Closing, a First Closing Debenture registered in the name 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 OfficerPurchaser; (iv) subject as to the last sentence of Section 2.1First Closing, 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 PurchaserShares; (v) for each Purchaser of Prefunded Warrants pursuant as to Section 2.1the First Closing, a Prefunded Warrant registered in an irrevocable transfer agent letter to reserve the name of such Purchaser to purchase up to a number of shares of Common Stock equal issuable upon conversion of the First Closing Debenture which letter shall be in a form reasonably acceptable to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on as to the date hereofFirst Closing, an irrevocable instruction letter executed by the duly executed Lock-Up AgreementsCompany and the Transfer Agent for the issuance in book entry of the Shares registered in the name of the Purchaser; (vii) as to the Second Closing, a Second Closing Debenture registered in the name of the Purchaser; and (viiviii) as to the Prospectus Second Closing, an irrevocable transfer agent letter to reserve the number of shares of Common Stock issuable upon conversion of the Second Closing Debenture which letter shall be in a form reasonably acceptable to the Purchaser; and (ix) as to the Second Closing, a certificate duly executed by the Company’s chief executive officer in a form that is acceptable to the Purchaser, stating that no Material Adverse Event has occurred since the First Closing and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)Company has not breached the terms of this Agreement or the First Closing Debenture. (b) On or prior to each Closing, the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) as to the First Closing, this Agreement duly executed by such P▇▇▇▇▇▇▇▇the Purchaser; (ii) as to the First Closing, the Registration Rights Agreement duly executed by the Purchaser; (iii) as to the First Closing, the First Closing Subscription Amount subject to the closing by wire transfer; and (iiiv) such Purchaser’s as to the Second Closing, the Second Closing Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount subject to the Company or its designeeclosing by wire transfer.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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, addressed to the Placement Agent and the Purchasers, in a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇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 last 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”) , the number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in accordance with the name instructions of such Purchaser;; and (v) 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 shares of Common Stock equal to the portion 156% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Conversion Shares, with an exercise price equal to $0.0010.352, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and; (vii) the Prospectus and Prospectus Supplement Escrow Agreement duly executed by the Company; (which may be delivered in accordance with Rule 172 under viii) certified copy of the Securities Act).filed Certificate of Designations; and (ix) 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 CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement deposit with the Company or its designeeEscrow Agent; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable intellectual property counsel to the Placement Agent and S▇▇▇▇▇▇▇Company, substantially in the form agreed to prior to the Closing Date; (iii) subject to if settlement of the last sentence of Section 2.1, the Company shall have provided each Purchaser Shares is not occurring via DVP in accordance with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the 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 such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (viv) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded an unregistered Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion eighty-five percent (85%) of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0012.00 per share of Common Stock underlying the Warrant, subject to adjustment thereintherein (such Warrant certificate shall be delivered within three (3) Trading Days of the Closing Date); (vi) on the date hereof, the duly executed Lock-Up Agreements; and (viiv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a comfort letter in form and substance reasonably satisfactory to the Placement Agent and the Purchasers; and (vii) 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the Company or its designeeCompany.

Deliveries. (a) On or prior to the Closing Date (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 (including a negative assurance letter) of Company Counsel, in form and substance reasonably acceptable to the Placement Agent Agents and S▇▇▇▇▇▇▇the Purchasers; (iii) subject a secretary’s certificate in form and substance reasonably acceptable to the last sentence of Section 2.1, Placement Agents and 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 OfficerPurchasers; (iv) an officer’s certificate in form and substance reasonably acceptable to the Placement Agents and the Purchasers; (v) a customary comfort letter from the Company’s auditor (or prior auditor) addressed to the Placement Agents and Purchasers, in form and substance satisfactory to Placement Agents and Purchasers confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and stating the conclusions and findings of said firm with respect to the financial information and other matters; (vi) subject to the 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vivii) on the date hereof, the duly executed Lock-Up Agreements; and (viiviii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated set forth 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 the form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇of Exhibit B 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 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; (v) 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 shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount Shares (as set forth on the applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001signature page hereto), with an exercise price equal to $0.0010.484 per share, subject to adjustment therein; therein (vi) on such Warrant certificate may be delivered within three Trading Days of the date hereof, the duly executed Lock-Up AgreementsClosing Date); and (viivi) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (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) the Company’s wire instructions in writing; (iii) a legal opinion of Company Counselcertificate, in form and substance reasonably acceptable to the Placement Agent Purchasers, certifying that the conditions specified in Sections 2.3(b)(i), 2.3(b)(ii), 2.3(b)(iv), 2.3(b)(v) and S▇▇▇▇▇▇▇; (iii2.3(b)(vi) subject to the last sentence of Section 2.1this Agreement have been fulfilled, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed signed by the Chief Executive Officer or Chief Financial Officerof the Company; (iv) subject a certificate, in form and substance reasonably acceptable to the last sentence Purchasers (such consent not to be unreasonably withheld, conditioned or delayed), certifying (i) the constitution of Section 2.1the Company, and (ii) authorization of the Board of Directors of the Company approving this Agreement and the transactions contemplated under this Agreement; (v) if applicable, a copy of the irrevocable instructions to an account statement from the Company’s Transfer Agent instructing evidencing that the Transfer Agent Shares purchased such Purchaser pursuant to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal this Agreement has been issued to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, Purchaser and registered in the name of such Purchaser; (vvi) for each Purchaser of Prefunded Warrants pursuant to Section 2.1if applicable, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a such number of shares of Common Stock equal to the portion of ADSs as specified below such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by name on the Per Share Purchase Price minus $0.001signature page of this Agreement, with an exercise price equal to $0.0010.0001 per ADS, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Prospectus Australian counsel to the Company, dated as of the Closing Date, in customary form and Prospectus Supplement (which may substance to be delivered in accordance reasonably agreed upon with Rule 172 under the Securities Act)Purchasers and addressing such legal matters as the Purchasers and the Company reasonably agree. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with wire to the Company or its designeeCompany’s bank account pursuant to the wire instructions provided by the Company.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)each Closing, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, the Escrow Shares to be held in form and substance reasonably acceptable escrow pursuant to the Placement Agent and S▇▇▇▇▇▇▇Section 4.18 hereof; (iii) subject as to the last sentence First Closing, a First Closing Debenture registered in the name 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 OfficerPurchaser; (iv) subject as to the last sentence of Section 2.1First Closing, 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 PurchaserFirst Closing Warrant; (v) for each Purchaser as to the First Closing, an irrevocable transfer agent letter to reserve the number of Prefunded Warrants pursuant shares of Common Stock issuable upon conversion of the First Closing Debenture which letter shall be in a form reasonably acceptable to Section 2.1the Purchaser; (vi) Reserved.; (vii) as to the Second Closing, a Prefunded Second Closing Debenture Second Closing Warrant registered in the name of such the Purchaser (the First Closing Warrant and Second Closing Warrant are collectively referred to purchase up herein as the Warrant”) and the second Escrow Shares to a be held in escrow pursuant to Section 4.18; and (viii) as to the Second Closing, an irrevocable transfer agent letter to reserve the number of shares of Common Stock equal issuable upon conversion of the Second Closing Debenture and Second Closing Warrant which letter shall be in a form reasonably acceptable to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (viiix) as to the Prospectus and Prospectus Supplement Second Closing, a certificate duly executed by the Company’s chief executive officer in a form that is acceptable to the Purchaser, stating that no Material Adverse Event has occurred since the First Closing, other than ordinary course of the Company business (which may be delivered in accordance with Rule 172 under include acquiring assets and/or companies) and the Securities Act)Company has not breached the terms of this Agreement or the First Closing Debenture. (b) On or prior to each Closing, the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) as to the First Closing, this Agreement duly executed by such P▇▇▇▇▇▇▇▇the Purchaser; (ii) Reserved; (iii) as to the First Closing, the First Closing Subscription Amount subject to the closing by wire transfer; and (iiiv) such Purchaser’s as to the Second Closing, the Second Closing Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount subject to the Company or its designeeclosing by wire transfer.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement Agreement, duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇of 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 last 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 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; (viv) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Series CC Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the portion of such Purchaser’s Subscription Amount applicable Shares issuable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Purchaser on the Closing Date, with an exercise price per Share equal to $0.0012.11, subject to adjustment thereinas provided therein (such Series CC Warrant certificate may be delivered within three (3) Trading Days of the Closing Date); (viv) a Series DD Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the Shares issuable to the Purchaser on the date hereofClosing Date, with an exercise price per Share equal to $2.11, subject to adjustment as provided therein (such Series DD Warrant certificate may be delivered within three (3) Trading Days of the duly executed Lock-Up AgreementsClosing Date); and (viivi) the Prospectus and 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 CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) to Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Company or its designeeaccount specified in the Escrow Agreement.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 of Company Counsel, in the form and substance reasonably acceptable to the Placement Agent Agent, Loeb, and S▇▇▇▇▇▇▇each of the Purchasers; (iii) subject to the last sentence of Section 2.1, executed Lock-Up Agreements; (iv) Reserved (v) 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 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; (vvii) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Purchase 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 Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, Shares with an exercise price equal to $0.0013.50, subject to adjustment therein; (viviii) on cold comfort letters, addressed to the date hereofPlacement Agent from each of MaloneBailey, LLP, the duly executed Lock-Up Agreementsformer registered independent accountant of the Company and BF ▇▇▇▇▇▇▇ ▇PA, PC, the current registered independent accountant of the Company, each in a form and substance reasonably satisfactory in all respects to the Placement Agent; and (viiix) 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇of Exhibit C attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase 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; (iv) 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, with an exercise price equal to $3.50, subject to the last sentence of Section 2.1, adjustment therein; (v) 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 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein;; and (vi) on the date hereof, the Registration Rights Agreement duly executed Lock-Up Agreements; and (vii) by the Prospectus and Prospectus Supplement (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 CompanyEscrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company pursuant to the Escrow Agreement; and (iiiii) the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 receipt of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇Requisite Stockholder Approval; (iii) subject to filing and acceptance of the last sentence of Section 2.1, the Company shall have provided each Purchaser Charter Amendment with the Company’s wire instructions, on Company letterhead and executed by Secretary of State of the Chief Executive Officer or Chief Financial OfficerState of Delaware; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver uncertificated book entries representing a number of shares of Common Stock as set forth below the Purchaser’s name on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system its signature page hereto (“DWAC”and bearing the restrictive securities legend pursuant to Section 4.1) Shares equal to such the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, Price (or as otherwise directed to be registered in by the name of such Purchaser); (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such the Purchaser to purchase up to a number of shares of Common Stock equal to as set forth below the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001name on its signature page hereto, with an exercise price equal to $0.001the Warrant Price Per Share, subject to adjustment as set forth therein; (vi) the Company shall have provided the Purchaser with the Company’s wire instructions on Company letterhead and executed by the date hereofCompany’s Chief Executive Officer or Chief Financial Officer, which wire instructions shall include information regarding telephone number and name of the duly executed Lock-Up Agreements; andPerson at the Company that a Purchaser may contact to confirm such wire instructions; (vii) the Prospectus Registration Rights Agreement duly executed by the Company; (viii) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and Prospectus Supplement substance reasonably satisfactory to the Purchaser, certifying (i) the Certificate of Incorporation, as amended by the Charter Amendment; (ii) the Bylaws; and (iii) resolutions of the Board of Directors (or an authorized committee thereof) approving this Agreement and the transactions contemplated by this Agreement; and (iv) the satisfaction of the closing conditions set forth in Section 2.3; (ix) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State of Delaware, as of the Closing Date, and a certificate evidencing the good standing of the Company in New Jersey issued by the Secretary of State of New Jersey, as of the Closing Date; (x) a legal opinion of Company Counsel, in the form and substance reasonably satisfactory to the Purchaser executed by such counsel as of the Closing Date and addressed to the Purchaser; and (xi) any other customary documents or certificates reasonably requested by the Purchaser which may be delivered in accordance with Rule 172 under are reasonably necessary to give effect to the Securities Act)Closing. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇the Purchaser; (ii) the Subscription Amount for the Purchaser by wire transfer in immediately available funds to the account specified by the Company in the wire instructions referred to above; (iii) the Registration Rights Agreement duly executed by the Purchaser; and (iiiv) such an Internal Revenue Service Form W-9 (or any successor form or applicable Form W-8 in the case of a Purchaser that is not a U.S. person), duly and validly executed by the Purchaser (or its nominee in accordance with the Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedelivery instructions).

Deliveries. (a) On or prior to the Closing Date (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 acceptable satisfactory to the Placement Agent and S▇▇▇▇▇▇▇Agent; (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 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 book-entry procedure or Withdrawal at Custodian system (“DWAC”) , as elected by the Purchaser on the signature page hereto, the Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) if applicable, for each Purchaser of Prefunded Pre-Funded Warrants pursuant to Section 2.1, subject to the last sentence of Section 2.1, a Prefunded 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 Prefunded Warrant Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001Price, with an exercise price equal to $0.0010.001 per share of Common Stock, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be (i) funded to the Company no later than close of business on February 4, 2025 and held in escrow by the Company prior to Closing or (ii) made available for “Delivery Versus Payment” DVP settlement with the Company or its designee, in each case, as specified on the signature page hereto.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 receipt of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇Requisite Stockholder Approval; (iii) subject to filing and acceptance of the last sentence of Section 2.1, the Company shall have provided each Purchaser Charter Amendment with the Company’s wire instructions, on Company letterhead and executed by Secretary of State of the Chief Executive Officer or Chief Financial OfficerState of Delaware; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver uncertificated book entries representing a number of shares of Common Stock as set forth below such Purchaser’s name on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system its signature page hereto (“DWAC”and bearing the restrictive securities legend pursuant to Section 4.1) Shares equal to such the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, Price (or as otherwise directed to be registered in the name of by such Purchaser); (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such each Purchaser to purchase up to a number of shares of Common Stock equal to the portion of as set forth below such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001name on its signature page hereto, with an exercise price equal to $0.001the Warrant Price Per Share, subject to adjustment as set forth therein; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions on Company letterhead and executed by the date hereofCompany’s Chief Executive Officer or Chief Financial Officer, which wire instructions shall include information regarding telephone number and name of the duly executed Lock-Up Agreements; andPerson at the Company that a Purchaser may contact to confirm such wire instructions; (vii) the Prospectus Registration Rights Agreement duly executed by the Company; (viii) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and Prospectus Supplement substance reasonably satisfactory to the Lead Purchaser, certifying (i) the Certificate of Incorporation, as amended by the Charter Amendment; (ii) the Bylaws; and (iii) resolutions of the Board of Directors (or an authorized committee thereof) approving this Agreement and the transactions contemplated by this Agreement; and (iv) the satisfaction of the closing conditions set forth in Section 2.3; (ix) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State of Delaware, as of the Closing Date, and a certificate evidencing the good standing of the Company in New Jersey issued by the Secretary of State of New Jersey, as of the Closing Date; (x) a legal opinion of Company Counsel, in the form and substance reasonably satisfactory to the Lead Purchaser executed by such counsel as of the Closing Date and addressed to the Purchasers; and (xi) any other customary documents or certificates reasonably requested by the Purchasers which may be delivered in accordance with Rule 172 under are reasonably necessary to give effect to the Securities Act)Closing. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such PPurchaser; (ii) the Subscription Amount for such Purchaser by wire transfer in immediately available funds to the account specified by the Company in the wire instructions referred to above; (iii) the Registration Rights Agreement duly executed by such ▇▇▇▇▇▇▇▇▇; and (iiiv) an Internal Revenue Service Form W-9 (or any successor form or applicable Form W-8 in the case of a Purchaser that is not a U.S. person), duly and validly executed by such Purchaser (or its nominee in accordance with the Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedelivery instructions).

Deliveries. (a) On or prior to At the Closing Date (except as indicated below)Closing, the Company shall deliver or cause the following to be delivered to each Purchaser the followingdelivered: (i) to each Purchaser, this Agreement duly executed by the Company; (ii) to each Purchaser, a copy of legal opinion of Company CounselCounsel addressed to the Purchasers, in substantially the form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇of 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 last sentence of Section 2.1Purchaser, 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; (v) 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 certificate evidencing a number of shares of Common Stock equal to the portion of purchased by such Purchaser set forth on such Purchaser’s Subscription Amount applicable signature page attached hereto; (iv) to Prefunded Warrant divided by each Purchaser, an officer’s certificate from a duly authorized executive officer, dated as of the Per Share Purchase Price minus $0.001Closing Date, with an exercise price equal certifying and setting forth (A) the names, signatures and positions of the Persons authorized to $0.001execute this Agreement and any other Transaction Documents to which the Company is a party, subject (B) a copy of the resolutions of the Company authorizing the execution, delivery and performance of this Agreement, and (C) certifying that the representations and warranties of the Company are true and correct in all material respects as of the Closing Date; (v) to adjustment therein;the Escrow Agent, the IR Warrants; and (vi) on the date hereof, the such other duly executed Lock-Up Agreements; and (vii) the Prospectus documents and Prospectus Supplement (which certificates as may be required to be delivered in accordance with Rule 172 under by the Securities Act)Company pursuant to the terms of this Agreement or as may be reasonably requested by the Purchasers prior to the Closing. (b) On or prior to At the Closing DateClosing, each Purchaser shall deliver or cause the following to be delivered to the Company, as applicable, the followingdelivered: (i) to the Company, this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; (ii) to the Escrow Agent, such Purchaser’s Purchase Price by wire transfer or a certified check of immediately available funds pursuant to the instructions set forth on Exhibit C attached hereto; and (iiiii) such Purchaser’s Subscription Amount, which shall other duly executed documents and certificates as may be made available for “Delivery Versus Payment” settlement with required to be delivered by a Purchaser pursuant to the terms of this Agreement or as may be reasonably requested by the Company or its designeeprior to the Closing.

Deliveries. (a) On or prior to Deliveries by the Closing Date (except as indicated below), the Company. The Company shall deliver or cause to be delivered to each Purchaser Spotless at the Closing the following: (i) this Agreement certificates representing the Common Shares and the Series B Preferred; (ii) the Note duly executed by each of the Company, Trade-Winds Environmental Restoration, Inc. ("Trade-Winds"), North Atlantic Laboratories, Inc. ("North Atlantic") and New York Testing Laboratories, Inc. ("New York Testing" and, together with the Company, Trade-Winds and North Atlantic, the "Windswept Entities"); (iii) Security Agreements (each, a "Security Agreement"), each substantially in the form attached hereto as Exhibit B together with UCC-1 financing statements, duly executed by the Company, Trade-Winds, North Atlantic and New York Testing, respectively; (iiiv) a legal opinion certificate, dated the Closing Date and executed by the President of the Company Counsel, in form and substance reasonably acceptable to the Placement Agent effect that (A) each of the representations and Swarranties of the Company made herein is true and correct in all material respects on the Closing Date as though such representations and warranties were made on such date and (B) the Company has performed and complied in all material respects with all covenants, conditions and obligations under this Agreement which are required to be performed or complied with by it on or prior to the Closing Date; (v) a copy, certified as of the Closing Date by a proper officer of the Company, of the resolutions of the Board of Directors of the Company (A) authorizing Series B Preferred and approving the Certificate of Designation of Rights, Preferences and Privileges of the Series B Preferred in the form attached hereto as Exhibit C (the "Certificate of Designations"), (B) authorizing the issuance of the Common Shares and the Series B Preferred and the Company's execution, delivery and performance of this Agreement, (C) authorizing the borrowing of the Loan and the execution and delivery of the Note and the Security Agreement to which the Company will be a party, (D) approving an amendment to the Company's Certificate of Incorporation (the "Amendment") to increase the number of authorized shares of Common Stock from 50,000,000 to 100,000,000 and recommending that the shareholders of the Company approve such amendment, (E) subject to shareholder approval of the Amendment, reserving 34,651,000 shares of Common Stock for issuance upon conversion of the Note and shares of Series B Preferred (including any shares of Series B Preferred that may be issued upon conversion of the Note), 25,305 shares of Series B Preferred for issuance in the event that the Note is converted into shares of Series B Preferred and 5,486,309 shares of Common Stock for issuance upon the exercise of stock options to be granted to ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ in connection with the execution and delivery of the Amended Employment Agreement (as that term is hereinafter defined), (F) effective as of the Closing, increasing the size of the Board of Directors from five (5) to nine (9) directors, accepting the resignation of ▇▇▇▇▇ ▇'▇▇▇▇▇▇ and appointing as new directors each of ▇.▇. ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, (G) effective as of the date ten (10) days after the filing with the Securities and Exchange Commission (the "SEC") of an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14(f) promulgated thereunder, the appointment of ▇.▇. ▇▇▇▇▇▇▇▇▇ as a director of the Company and (H) authorizing and approving the execution and delivery by the Company of an Amended and Restated Employment Agreement in the form attached hereto as Exhibit D (the "Amended Employment Agreement") by and between the Company and ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ and stock option agreements (the "Stock Option Agreements") in the form attached hereto as Exhibit E by and between the Company and ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇; (iiivi) subject to the last sentence of Section 2.1a copy, 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 last sentence of Section 2.1, a copy certified as of the irrevocable instructions Closing Date by a proper officer of Trade-Winds, of the resolutions of the Board of Directors of Trade-Winds authorizing the borrowing of the Loan and the execution and delivery of the Note and the Security 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 such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaserwhich Trade-Winds will be a party; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) a copy, certified as of the Prospectus Closing Date by a proper officer of North Atlantic, of the resolutions of the Board of Directors of North Atlantic authorizing the borrowing of the Loan and Prospectus Supplement (the execution and delivery of the Note and the Security Agreement to which may North Atlantic will be delivered in accordance with Rule 172 under the Securities Act).a party; (bviii) On or prior to a copy, certified as of the Closing DateDate by a proper officer of New York Testing, each Purchaser shall deliver or cause of the resolutions of the Board of Directors of New York Testing authorizing the borrowing of the Loan and the execution and delivery of the Note and the Security Agreement to which New York Testing will be delivered to a party; (ix) a complete and correct copy of the Certificate of Incorporation of the Company, as applicableamended, certified by the following:Secretary of State of the State of Delaware; (ix) this Agreement duly executed a complete and correct copy of the Certificate of Designations, certified by such Pthe Secretary of State of the State of Delaware; (xi) certificates of good standing dated within five business days of the Closing Date certifying the due incorporation, good standing and continued corporate existence of each of the Windswept Entities, issued by their respective jurisdictions of incorporation and by each jurisdiction where each of them is qualified to do business as a foreign corporation; (xii) the written opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLC, counsel for the Company, dated the Closing Date, substantially in the form attached hereto as Exhibit F; (xiii) evidence, reasonably satisfactory to Spotless, that all indebtedness owed by the Windswept Entities to Business Alliance Capital Corporation ("BACC") has been duly and validly repaid and that BACC has released any and all Encumbrances (as that term is hereinafter defined) on their property and assets; and (iixiv) such Purchaser’s Subscription Amountthird party consents in form and substance satisfactory to Spotless and its counsel with respect to the contracts, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeepermits, licenses and sureties specified in Schedule 2.3(a)(xiv).

Deliveries. (a) On or prior to the applicable Closing Date (except as indicated below)Date, the Company shall deliver or cause to be delivered to each Purchaser the Investor the following: (i) as to the initial First Tranche Closing, this Agreement duly executed by the Company; (ii) as to each Closing, legal opinions of Hong Kong, and PRC counsel of the Company with respect to the enforceability of the covenants in the Guarantee Agreement under applicable Laws, in a form reasonably acceptable to the Investor; (iii) as to each Closing, a legal opinion of Company CounselCounsel each dated as of the applicable Closing Date, in a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇Investor; (iiiiv) subject as to each Closing, a Prepaid Advance convertible at 120% of the average three-day VWAP, calculated prior to each Closing Date, registered in the name of the Investor with the Principal Amount provided for hereunder and reflected on to the last sentence Investor’s signature page (and as to the First Tranche Closing, the First Tranche Prepaid Advance shall be convertible at the lowest 120% of Section 2.1the average three-day VWAP calculated prior to each applicable First Tranche Closing Date); (v) as to the initial First Tranche Closing, 200,000 Pre-Delivery Shares (or pre-funded warrants in lieu thereof or a combination thereof as the Investor may elect) registered in the name of the Investor; (vi) as to each Closing, the Company shall have provided each Purchaser the Investor with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvii) subject as to each Closing, the Guarantee Agreement duly executed by the parties thereto, including the Company and each Subsidiary in favor of the Investor as the secured party thereunder; (viii) as to the last sentence initial First Tranche Closing, Registration Rights Agreement duly executed by the Company; (ix) as to each Closing, a letter executed by the Company and the Transfer Agent reserving the Required Minimum for the benefit of Section 2.1the Investor; (x) as to the initial First Tranche Closing, a copy of legal opinion provided by the Company’s British Virgin Islands counsel to the Principal Market confirming that the Company is not required to obtain Shareholder Approval with respect to this Agreement and the transactions contemplated hereby pursuant to the Laws of the British Virgin Islands; (xi) as to each Closing, an officer’s certificate certifying that the representations and warranties of the Company in the Purchase Agreement are true and correct as of the applicable 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 applicable Closing Date under any Transaction Documents and no Event of Default (as defined in the Prepaid Advances) has occurred; (xii) as to the initial First Tranche Closing, a good standing certificate or its equivalent of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation or incorporation issued by the relevant competent local government authority or registrar of companies or entities as applicable, to the extent that they are available in such jurisdiction as of a date within 10 days of the First Tranche Closing Date, provided that with respect to the British Virgin Islands, such certificate of good standing may delivered within 45 days of the date of this Agreement if British Virgin Islands counsel of the Company delivered at the initial First Tranche Closing provides an opinion that the Company is in good standing in such jurisdiction; (xiii) as to the initial First Tranche Closing, a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within 10 days of the applicable First Tranche Closing Date; (xiv) as to the initial First Tranche Closing, a certified copy of the Memorandum and Articles of Association (or such equivalent organizational document) of the Company dated within 10 days of the applicable First Tranche Closing Date; (xv) as to each Closing, an officer’s certificate, in the form acceptable to the Investor, executed by an officer of the Company and dated as of the applicable Closing Date, as to (i) the resolutions adopted by the Company’s Board of Directors authorizing the transactions contemplated hereby in a form reasonably acceptable to the Investor, and (ii) the Memorandum and Articles of Association of the Company and the organizational documents of each Subsidiary, each as in effect at the applicable Closing; (xvi) as to each Closing, a letter from the Transfer Agent certifying the number of Common Stock issued and outstanding on the applicable Closing Date immediately prior to the applicable Closing; (xvii) as to each Closing, a copy of the irrevocable instructions to application for the Transfer Agent instructing listing of the Transfer Agent to deliver Underlying Shares 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 PurchaserPrincipal Market; (vxviii) for as to each Purchaser of Prefunded Warrants pursuant to Section 2.1Closing other than the second First Tranche Closing, a Prefunded Warrant registered in the name legal opinion of such Purchaser to purchase up to a number of shares of Common Stock equal British Virgin Islands counsel to the portion of such Purchaser’s Subscription Amount applicable Company, in a form reasonably acceptable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment thereinInvestor; (vixix) on appropriate termination statements releasing other Liens related to security interests securing Indebtedness under the date hereof, Laws of the duly executed Lock-Up AgreementsBritish Virgin Islands and other instruments and releases as may be necessary to extinguish all Liens of the Company and all security interests related thereto; and (viixx) such other documents, instruments or certificates relating to the Prospectus and Prospectus Supplement (which transactions contemplated by this Agreement as the Investor or its counsel may be delivered in accordance with Rule 172 under the Securities Act)reasonably request. (b) On or prior to the applicable Closing Date, each Purchaser the Investor shall deliver or cause to be delivered to the Company, as applicable, the following: (i) as to the initial First Tranche Closing, this Agreement duly executed by such P▇▇▇▇▇▇▇▇the Investor; (ii) as to each Closing, the Investor’s Subscription Amount by wire transfer to the account specified in writing by the Company; (iii) as to each Closing (except for the second First Tranche Closing), the Guarantee Agreement duly executed by the Investor; and (iiiv) such Purchaser’s Subscription Amountas to the initial First Tranche Closing, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeRegistration Rights Agreement duly executed by the Investor.

Deliveries. (aA) The Shares are being registered for sale pursuant to a currently effective shelf registration statement on Form S-3, as amended (Registration No. 333-261229) (the “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”) on June 10, 2022. A prospectus supplement (the “Prospectus Supplement”) will be filed with the Commission and delivered to the Purchasers as required by law. The Shares are being self-underwritten and offered by the Company on a “best efforts” basis, with a price equal to $___. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the base prospectus contained in the Registration Statement, the Prospectus Supplement and Sections 1.1(b) hereof, the Closing shall occur at the offices of the counsel to the Company or such other location as the parties shall mutually agree. (B) On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this This Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form The Registration Statement and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇;Prospectus Supplement; and (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 The Shares purchased by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (this Agreement which may be delivered in accordance with Rule 172 under pursuant to a book entry statement set forth on the Securities Act)records on the Company’s transfer agent and which may be delivered as soon as practicable after the Closing. (bC) On or prior to the Closing DateClosing, the Purchasers shall each Purchaser shall deliver or cause to be delivered to the Company, Company as applicable, the following: (i) this This Agreement duly executed by such P▇▇▇▇▇▇▇▇the Purchaser; and (ii) such The Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement Purchase Price by wire transfer to the account specified in writing by the Company. (D) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) The accuracy in all material respects on the applicable Closing date of the representations and warranties of the Company contained herein; (ii) All obligations, covenants and agreements of the Company required to be performed at or its designeeprior to the applicable closing shall have been performed; (iii) The delivery by the Company of the items set forth in Section 1.1(b)(B) to be delivered by the Company; and (iv) If required by the Nasdaq Listing Rules, the Company shall have submitted a Listing of Additional Shares Notification Form to Nasdaq and obtained the approval by Nasdaq of the transactions contemplated hereby. (E) The obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) The accuracy in all material respects when made on the applicable Closing date of the representations and warranties of the Purchasers contained herein; (ii) All obligations, covenants and agreements of the Purchasers required to be performed at or prior to the applicable closing shall have been performed; and (iii) The delivery by the Purchasers of the items set forth in Section 1.1(b)(C) to be delivered by the Purchasers.

Deliveries. (a) On The completion of the purchase and sale of the Initial Shares and the Warrants being purchased hereunder (the “Initial Closing”) shall occur remotely via the exchange of documents and signatures on or prior to July 24, 2020, promptly following the satisfaction of all conditions for the Initial Closing set forth below (the “Closing Conditions”), or on such later date or at such different location as the parties shall agree to in writing, but not prior to or later than the second Business Day (as defined herein) after the date that the Closing Date Conditions to the Initial Closing have been satisfied or waived by the appropriate party (except the “Initial Closing Date”). At the Initial Closing, the Purchaser shall deliver to an account designated by the Company, via wire transfer of immediately available funds, the Aggregate Initial Closing Purchase Price as indicated below)set forth in Section 1.01 above, and (i) the Company shall deliver to the Purchaser (or cause its designated custodian per its delivery instructions), the Initial Shares issuable to be delivered the Purchaser pursuant to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counselin electronic, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 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 Pricebook-entry form, registered in the name of such the Purchaser; , or confirmation of instruction given by the Company to DST Systems Inc., in its capacity as the Company’s transfer agent for the Series B Preferred Stock (vthe “Transfer Agent”), to register the Initial Shares in electronic, book-entry form with respect to, the number of Initial Shares set forth in Section 1.01 above and bearing an appropriate legend referring to the fact that the Initial Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) for each thereof; and (ii) the Operating Partnership shall deliver to the Purchaser of Prefunded Warrants pursuant to Section 2.1(or its designated custodian per its delivery instructions), a Prefunded Warrant the Warrants, registered in the name of such the applicable Purchaser to purchase up to a in substantially the form attached hereto as Exhibit A, representing the number of shares of Common Stock equal OP Units set forth in Section 1.01 above and bearing an appropriate legend referring to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by fact that the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on Warrants were sold in reliance upon the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 exemption from registration under the Securities Act)Act provided by Section 4(a)(2) thereof. (b) On The closing of the purchase and sale of Additional Shares (each, a “Subsequent Closing”) on a Subsequent Closing Date shall occur remotely via the exchange of documents and signatures at each Subsequent Closing, on the later of (i) the seventh Business Day after the date of the Subsequent Closing Date Notice and (ii) the second Business Day following the satisfaction of all conditions for each Subsequent Closing set forth below that have not been satisfied or waived by the appropriate party prior to the applicable Subsequent Closing Date. At each Subsequent Closing, each if any, the Purchaser shall deliver or cause to be delivered to the Companyaccount or accounts designated by the Company in the Subsequent Closing Date Notice, as applicablevia wire transfer of immediately available funds, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amountapplicable portion of the Aggregate Subsequent Closing Purchase Price set forth in the Subsequent Closing Date Notice, which shall be made available for “Delivery Versus Payment” settlement with and the Company shall either deliver to the Purchaser (or its designeedesignated custodian) the number of Additional Shares specified in the applicable Subsequent Closing Date Notice in electronic, book-entry form, registered in the name(s) designated in the Subsequent Closing Date Notice, or provide confirmation of instruction given by the Company to the Transfer Agent, to register the Additional Shares in electronic, book-entry form with respect to, the number of Additional Shares set forth in the Subsequent Closing Date Notice and bearing an appropriate legend referring to the fact that the Additional Shares were sold in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof.

Deliveries. (a) On or prior to the applicable Closing Date (except as indicated below)Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) as to the first Closing Date only, this Agreement duly executed by the Company; (ii) as to the first Closing Date only, unless reasonably requested in writing by the Purchaser as to future Closings, a legal opinion of Company Counsel, substantially in the form and substance reasonably acceptable of Exhibit B attached hereto; (iii) as to the Placement first Closing only, the Warrant; (iv) an opinion of Company’s Italian legal counsel that the Warrant Shares issued at such Closing may be resold on the Trading Market immediately without restrictions or limitations and in compliance with all applicable law, rules and regulations; (v) the Warrant Shares for which the Warrant is exercised at such Closing; provided that such Warrant Shares shall be delivered to the Depository Trust Company account designated in writing by such Purchaser via the Depository Trust Company Deposit Withdrawal Agent Commission System; (vi) a certificate, dated as of the Closing Date, of its Chief Executive Officer and Sits Chief Financial Officer stating that (A) each of the condition set forth in Section 2.3(b) are satisfied as of such Closing Date, (B) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings or examination for that purpose have been instituted or, to the knowledge of such officers, threatened; (C) they are not aware of any facts or circumstances relating to the Company or the Warrant Shares that would, if publicly known, have a material effect on the trading price of the Common Stock, nor do they know of any circumstance or event that is reasonably likely to occur in ten days following such date (including, without limitation, the Company’s receipt of clinical trial result or communications from a regulatory agency) that, if publicly announced, could reasonably be expected to have a material effect on the trading price of the Common Stock; and (D) they have carefully examined the Registration Statement, the Prospectus and the Prospectus Supplement and, in their opinion, the Registration Statement, Prospectus and Prospectus Supplement, as of such date, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and no event has occurred since the applicable effective date that should have been set forth in a supplement or amendment to the Registration Statement or Prospectus; (vii) as to the first Closing Date and thereafter upon written request of the Purchaser, the Purchaser shall have received a letter from Stonefield ▇▇▇▇▇▇▇; (iii) subject ▇▇, Inc., independent auditors of the Company, addressed to the last sentence Purchaser, dated as of Section 2.1the first Closing Date or the date of a request, in form and substance satisfactory to the Purchaser, confirming that Stonefield ▇▇▇▇▇▇▇▇▇, Inc. is an independent registered public accounting firm within the meaning of the Securities Act and the rules and regulations of the Public Company shall have provided each Purchaser Accounting Oversight Board and is in compliance with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject applicable requirements relating to the last sentence qualification of Section 2.1, a copy accountants under Rule 2-01 of Regulation S-X of the irrevocable instructions Commission; stating that in its opinion the financial statements and schedules examined by it and included or incorporated by reference in the Registration Statement and the Prospectus comply in form in all material respects with the applicable accounting requirements of the Securities Act and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters with respect to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit financial statements and certain financial and statistical information included or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided incorporated by the Per Share Purchase Price, registered reference in the name of such Purchaser; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up AgreementsRegistration Statement; and (viiviii) with respect to the first Closing, the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)) disclosing the Warrant and the maximum aggregate Purchase Price for which such Warrant may be exercised. (b) On or prior to the applicable Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) as to the first Closing only, this Agreement duly executed by the Purchaser; (ii) a Notice of Exercise applicable to such P▇▇▇▇▇▇▇▇Closing; and (iiiii) such the Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with aggregate Per Share Exercise Price applicable to such Closing by wire transfer to the Company or its designeeaccount as specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 U.S. Company Counsel, Counsel and of Israeli Company Counsel in form and substance reasonably forms reasonable acceptable to the Placement Agent and S▇▇▇▇▇▇▇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 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 such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (v) 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 shares of Common Stock ADSs equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001ADSs, with an exercise price equal to $0.0012.25 per ADS, subject to adjustment therein; (vi) on a 90-day lock-up agreement from each of the date hereofCompany’s directors and officers, in a form reasonable acceptable to the duly executed Lock-Up AgreementsPlacement Agent; and (vii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeCompany.

Deliveries. (a) On or prior to the Closing Date (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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇of Exhibit B attached hereto; (iii) subject to the last sentence a certificate evidencing a number 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 last 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 such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceStated Value, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s shares of Preferred Stock 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, and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viv) 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 shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by Conversion Shares on the Per Share Purchase Price minus $0.001date hereof, with an exercise price equal to $0.0012.05, subject to adjustment therein; (viv) the Company shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the date hereof, the duly executed Lock-Up AgreementsChief Executive Officer or Chief Financial Officer; and (viivi) the Prospectus and 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 CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) to the Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Company or its designeeaccount specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)Date, the Company shall deliver or cause to be delivered to each of the Placement Agent on behalf of each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser Debenture with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the 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 principal amount equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrincipal Amount, registered in the name of 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 one million (1,000,000) shares of Common Stock equal per $100,000 of principal amount of the Debenture being issued to such Purchaser exercisable at the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided Exercise Price; (iv) the Subsidiary Guarantee and the Security Agreement, duly executed by the Per Share Purchase Price minus $0.001parties thereto; (v) a copy of a good standing certificate of the Company and each Subsidiary, with an exercise price equal dated a date reasonably close to $0.001, subject to adjustment thereineach Closing Date; (vi) on for initial Closing Date only, a certificate, dated as of the date hereofClosing Date, duly executed, and delivered by an officer of the duly Company, certifying the resolutions of the Company’s Board of Directors then in full force and effect authorizing, to the extent relevant, all aspects of the transaction and the execution, delivery and performance of each Transaction Document to be executed Lock-Up Agreementsand the transactions contemplated hereby and thereby; (vii) opinion of counsel to the Company in form satisfactory to the counsel to the Placement Agent; and (viiviii) such other approvals, opinions, or documents as the Prospectus Placement Agent and/or the Purchasers may request in form and Prospectus Supplement (which may be delivered in accordance with Rule 172 under substance reasonably satisfactory to the Securities Act)Placement Agent and/or the Purchasers, as applicable. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount as to the Company or its designeeClosing by wire transfer to the account specified in Schedule 2.1 hereto; and (iii) Purchaser Questionnaire in the form of Exhibit F hereto.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇of 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 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (viiiv) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with immediately upon receipt of the Shares. (c) On or prior to the Second Closing Date, the Company shall deliver or its designeecause to be delivered to each Purchaser the following: (i) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (ii) a certificate representing the Series C Shares; and (iii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (d) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, such Purchaser’s Subscription Amount for the Second Closing, which shall be made available immediately upon receipt of the Series C Shares.

Deliveries. (aA) On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this This Agreement duly executed by the Company;; and (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 The Shares purchased by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (this Agreement which may be delivered in accordance with Rule 172 under pursuant to a book entry statement set forth on the Securities Act)records on the Company’s transfer agent and which may be delivered as soon as practicable after the Closing. (bB) On or prior to the Closing DateClosing, the Purchasers shall each Purchaser shall deliver or cause to be delivered to the Company, Company as applicable, the following: (i) this This Agreement duly executed by such P▇▇▇▇▇▇▇▇the Purchaser and (ii) The Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company. (C) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) The accuracy in all material respects on the applicable Closing date of the representations and warranties of the Purchasers contained herein; and (ii) such Purchaser’s Subscription AmountIf required by the Nasdaq Listing Rules, which the Company shall be made available for “Delivery Versus Payment” settlement have submitted a Listing of Additional Shares Notification Form to Nasdaq and obtained the approval by Nasdaq of the transactions contemplated hereby. (D) The obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) The accuracy in all material respects when made on the applicable Closing date of the representations and warranties of the Company contained herein; (ii) All obligations, covenants and agreements of the Company required to be performed at or its designeeprior to the applicable closing shall have been performed; and (iii) The delivery by the Company of the items set forth in Section 1.1(b)(A) to be delivered by the Company.

Deliveries. (a) On or prior to the Closing Date (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 acceptable to the Placement Agent and SC▇▇▇▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, substantially in form and substance reasonably satisfactory to the Placement Agents; (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 Officerletterhead; (iv) subject to the 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”) a number of Shares equal to the number of Shares set forth on such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchasersignature page hereto; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded 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 Per Share Purchase Price (rounded down to the nearest whole Share) (such number the “Specified Base Share Number”), minus $0.001the number of Shares required to be delivered pursuant to Section 2.2(a)(iv) , with an exercise price equal to $0.001, subject to adjustment therein;. (vi) on a Warrant registered in the date hereofname of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the Specified Base Share Number, with an exercise price equal to the Per Share Purchase Price, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viiviii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 of (x) Company Counsel with respect to U.S. laws and securities matters (including without limitation, a legal opinion of Company Counselnegative assurance letter or statement); (y) BVI Counsel with respect to British Virgin Islands laws, in form and substance reasonably acceptable each addressed to the Placement Agent and S▇▇▇▇▇▇▇;Company. (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[Intentionally Omitted]; (iv) [Intentionally Omitted]; (v) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to each Purchaser; (vi) subject to the 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 or DRS statements equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vvii) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, [Intentionally Omitted] (viii) a Prefunded 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 [200]% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.001US$1.20, subject to adjustment therein; (viix) on the date hereof, the duly executed Lock-Up Agreements; and[Intentionally Omitted] (viix) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On The completion of the purchase and sale of the Shares and the Warrants being purchased hereunder (the “Closing”) shall occur remotely via the exchange of documents and signatures on or prior to [●], 2021, promptly following the satisfaction of all conditions for Closing set forth below (the “Closing Conditions”), or on such later date or at such different location as the parties shall agree to in writing, but not prior to or later than the second business day after the date that the Closing Date Conditions have been satisfied or waived by the appropriate party (except the “Closing Date”). (b) At the Closing, the Purchaser shall deliver to an account designated by the Company, via wire transfer of immediately available funds, the Aggregate Purchase Price as indicated below)set forth in Section 2.1(a) above, and the Company shall deliver to the Purchaser (or cause to be delivered to each Purchaser the following: its designated custodian per its delivery instructions), (i) the Shares issuable to the Purchaser pursuant to this Agreement duly executed by the Company; (ii) a legal opinion of Company Counselin electronic, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 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 Pricebook-entry form, registered in the name of such the Purchaser; , or confirmation of instruction given by the Company to American Stock Transfer & Trust Company, LLC, in its capacity as the Company’s transfer agent for the Common Stock (vthe “Transfer Agent”), to register the Shares in electronic, book-entry form with respect to, the number of Shares set forth in Section 2.1(a) for each Purchaser above and bearing an appropriate legend referring to the fact that the shares were sold in reliance upon the exemption from registration under the Securities Act of Prefunded 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof; and (ii) the Warrants pursuant to Section 2.1in definitive, a Prefunded Warrant physical, certificated form, registered in the name of such the Purchaser to purchase up to a in substantially the form attached hereto as Exhibit A, representing the number of shares of Common Stock equal set forth in Section 2.1(a) above and bearing an appropriate legend referring to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by fact that the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on Warrants were sold in reliance upon the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 exemption from registration under the Securities Act)Act provided by Section 4(a)(2) thereof. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the First Closing Date (except as indicated belowotherwise indicated), 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 counsel, in form and substance reasonably acceptable satisfactory to the Placement Agent and S▇▇▇▇▇▇▇Purchasers; (iii) a certificate evidencing the 3,053 Closing Shares, registered in the Purchaser; (iv) evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Nevada that is reasonably satisfactory to the Purchasers; (v) a Series 1 Warrant registered in the name of such Purchaser to purchase up to 3,053 shares of Preferred Stock, with an exercise price equal to $982.50, subject to adjustment therein; (vi) a Series 2 Warrant registered in the last sentence name of Section 2.1such Purchaser to purchase up to 3,053 shares of Preferred Stock, with an exercise price equal to $982.50, 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; (ivviii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions Company’s standby authorization letter 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 form of such Purchaser; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up AgreementsExhibit C attached hereto; and (viiix) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)... (b) On or prior to the First Closing DateDate (except as otherwise indicated), each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription AmountAmount by wire transfer to the account specified in writing by the Company. (c) On or prior to Second Closing Date (except as otherwise indicated), which the Company shall deliver or cause to be made available for “Delivery Versus Payment” settlement delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of the Company’s counsel, in form and substance reasonably satisfactory to the Purchasers; (iii) a certificate evidencing the 2,036 Closing Shares, registered in the Purchaser; (iv) a Series 1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Preferred Stock equal to 2,036 shares of Preferred Stock, with an exercise price equal to $982.50, subject to adjustment therein; (v) a Series 2 Warrant registered in the name of such Purchaser to purchase up to 3,053 shares of Preferred Stock, with an exercise price equal to $982.50, subject to adjustment therein; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or its designeeChief Financial Officer; (vii) the Company’s standby authorization letter to the Transfer Agent in the form of Exhibit C attached hereto; and (d) On or prior to the Second Closing Date (except as otherwise indicated), each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 reliance letter from Company Counsel, substantially in the form of Exhibit B attached hereto, permitting Purchaser to rely on the legal opinion of Company Counsel, in form and substance reasonably acceptable Counsel delivered to the Placement Agent in accordance with the sale of the Shares and S▇▇▇▇▇▇▇Warrants; (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 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; (viv) 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 shares of Common Stock equal to the portion ______% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.001______, subject to adjustment therein; therein (vi) on such Warrant may be delivered within three Trading Days of the date hereof, the duly executed Lock-Up AgreementsClosing Date); and (viiv) the Prospectus and 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 CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) as applicable, to Escrow Agent, such Purchaser’s Subscription AmountAmount by wire transfer to the account specified in the Escrow Agreement, which shall be made available for “Delivery Versus Payment” settlement and/or such Purchaser’s Company Notes, accompanied by a duly executed assignment of note with customary representations as to title, authority and absence of liens, in form provided by or acceptable to the Company or its designeeCompany.

Deliveries. (a) On or prior to the each Closing Date (except as indicated belownoted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Closing only, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in the form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇of EXHIBIT D attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser a Debenture with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the 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 principal amount equal to such Purchaser’s 's Subscription Amount divided by during the Per Share Purchase Pricefirst year and increasing to equal the Principal Amount thereafter, registered in the name of such Purchaser; (iv) the Security Agreement, duly executed by the Company, along with all the Security Documents, including the Subsidiary Guarantees; (v) for each Purchaser of Prefunded Warrants pursuant as to Section 2.1the First Closing, a Prefunded 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 's Principal Amount applicable to Prefunded Warrant the First Closing divided by the Per Share Purchase Price minus $0.0010.12, with an exercise price equal to $0.0010.16, subject to adjustment therein; (vi) on as to the date hereofSecond Closing, a Warrant registered in the duly executed Lock-Up Agreementsname of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser's Principal Amount applicable to the Second and Third Closing divided by $0.12, with an exercise price equal to $0.16, subject to adjustment therein; and (vii) as to the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under First Closing only, the Securities Act)Registration Rights Agreement duly executed by the Company. (b) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) as to the First Closing only, this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s 's Subscription AmountAmount as to the applicable Closing by wire transfer to the account as specified in writing by the Company; and (iii) as to the First Closing only, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeRegistration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On In addition to the items and documents required under other provisions of this Agreement to be delivered by Seller to Purchaser at or prior to Closing (or the Closing Date (except Implementation Date, as indicated below), Seller (or whichever of Seller One, Seller Two or Seller Three is identified on Exhibit 1.1 as the Company owner of the Site to which such items and documents relate) shall execute and/or deliver (or cause to be delivered executed and/or delivered) to Purchaser through escrow each Purchaser of the followingfollowing at Closing: (i) this Agreement duly executed by evidence of Seller’s authority to consummate the Companytransactions described herein; (ii) a legal opinion of Company Counsel, date-down letter for representations and warranties in the form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇attached hereto as Exhibit 4.2(a)(ii); (iii) subject originals of all Delivery Items to the last sentence extent in the possession or control 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 OfficerSeller; (iv) subject to on the last sentence of Section 2.1Implementation Date for each Site, 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 PurchaserESP Payment; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment thereinLeases; (vi) on the date hereofImplementation Date for each Site, one or more bills of sale and assignment conveying to Purchaser all of Seller’s right, title and interest in and to the duly executed Lock-Up AgreementsAssets, in the form attached hereto as Exhibit 4.2(a)(vi) (the “▇▇▇▇ of Sale and Assignment”); and (vii) originals of the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act)Required Consents. (b) On In addition to the items and documents required under other provisions of this Agreement to be delivered by Purchaser to Seller at or prior to the Closing DateClosing, each Purchaser also shall execute and/or deliver (or cause to be delivered executed and/or delivered) to Seller through escrow each of the Company, as applicable, the followingfollowing at Closing: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇on the Implementation Date for each Site, the ESP Escrow; (ii) evidence of Purchaser’s authority to consummate the transactions described herein; (iii) on the Implementation Date for each Property, evidence of insurance required under the Leases; (iv) the Leases; and (iiv) such Purchaser’s Subscription Amounton the Implementation Date for each Site, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee▇▇▇▇ of Sale and Assignment.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 copy of Company Counsel, in form and substance reasonably acceptable irrevocable instructions to the Placement Agent and S▇▇▇▇▇▇▇;Depositary instructing the Depositary to issue contemporaneously with the Closing a number of ADSs equal to such Purchaser’ Subscription Amount divided by the Per ADS Purchase Price, per instructions of such Purchaser; and (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 OfficerVice President of Finance; (iv) subject to the 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount, which shall be made available by wire transfer; and (iii) if such Purchaser is “an accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, an executed copy of the accredited investor questionnaire set forth on Exhibit B. It is hereby clarified and agreed that in the event that one Purchaser or more Purchasers (each a “Failing Purchaser”) fail to pay all or any part of such Failing Purchaser Subscription Amount by the Closing Date, Gefen shall, without the need for “Delivery Versus Payment” settlement with further action, instruction or consent, be irrevocably and unconditionally obligated to deliver at Closing Date (or as the Company may direct) an amount equal to the unpaid portion of any such Failing Purchaser Subscription Amount (the “Substitute Amount”) as agreed upon in Section 2.1 above. The payment of the Substitute Amount by Gefen in accordance with this Section 2.2 shall constitute valid consideration for the allotment and issuance to Gefen (or its designeedesignated Affiliate, as notified in writing to the Company prior to Closing) of such number of ADSs as would have been allotted and issued to such Failing Purchaser(s) had it fulfilled its obligations hereunder. The Company shall have no obligation to pursue or enforce any rights against any Failing Purchaser(s) prior to enforcing Gefen’s obligation under this Section 2.2, and no delay or failure to do so shall operate as a waiver of Gefen’s obligations under this Section. Nothing in this Section 2.2 shall be construed as a waiver, limitation, or exclusion of any rights or remedies the Company may have (whether under this Agreement, at law, or in equity) against any such Failing Purchaser(s) for any failure to perform its obligations hereunder, all of which are hereby expressly reserved.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable satisfactory to the Placement Agent and S▇▇▇▇▇▇▇each of 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 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; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, intentionally omitted; (vi) a Prefunded Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of 1,759,035 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001Stock, subject to adjustment therein; therein (vi) a copy of such executed Warrant will be delivered via email on the date hereof, Closing Date and the duly originally executed Lock-Up AgreementsWarrant certificate may be delivered within two Trading Days of the Closing Date); and (vii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription AmountAmount (less, which if applicable, the aggregate exercise price of the Pre-Funded Warrants issuable to such Purchaser hereunder), which, as to the Shares shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.designee and as to the Pre-Funded Warrants, will be wired to the account designated by the Company in writing..

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 form and substance reasonably acceptable to each Purchaser and the Placement Agent and S▇▇▇▇▇▇▇Agent; (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 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; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1on the date hereof, the duly executed Lock-Up Agreements; (vi) a Prefunded Series A 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 Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0011.30, subject to adjustment therein; (vivii) on a Series B Warrant registered in the date hereofname of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, the duly executed Lock-Up Agreementswith an exercise price equal to $1.10, subject to adjustment therein; and (viiviii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Purchasers and the Placement Agent and S▇▇▇▇▇▇▇Agent; (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 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 Unit Purchase Price, registered in the name of such Purchaser; (v) for each Purchaser an executed copy of Prefunded Warrants pursuant such Purchaser’s Warrant (to Section 2.1, a Prefunded Warrant be delivered in pdf format by e-mail) to be 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 Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0013.00, subject to adjustment therein; provided, that the Company shall cause the original fully executed “wet ink” original to be delivered to such Purchaser within three Trading Days following the Closing; (vi) on 90-day lock-up agreements (the date hereof, the duly executed “Pre-Closing Lock-Up Agreements”) from each of the Company’s directors and officers, in a form reasonably acceptable to the Placement Agent and the Purchasers; and (vii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable satisfactory to the Placement Agent and S▇▇▇▇▇▇▇each of 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 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; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, intentionally omitted; (vi) a Prefunded 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 Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0010.41, subject to adjustment therein; therein (vi) a copy of such executed Warrant will be delivered via email on the date hereof, Closing Date and the duly originally executed Lock-Up AgreementsWarrant certificate may be delivered within two Trading Days of the Closing Date); and (vii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which which, as to the Shares shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the each Closing Date (except as indicated below)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 acceptable to the Placement Agent and S▇▇▇▇▇▇▇Purchasers; (iiiii) 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; (iviii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver to such Purchaser, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to basis, a certificate evidencing the number of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceApplicable First Closing Shares, Applicable Second Closing Shares, or Applicable Third Closing Shares, as applicable, registered in the name of such Purchaser; (iv) as to the Third Closing alone, evidence satisfactory to the Purchasers that the Requisite Stockholder Approval has been obtained; (v) for as to the Second Closing and the Third Closing alone, the Company shall have delivered to each Purchaser a certificate, signed by a duly elected officer of Prefunded Warrants pursuant to Section 2.1the Company, a Prefunded Warrant registered in certifying as of the name of such Purchaser to purchase up to a number of shares of Common Stock equal applicable Closing Date as to the portion satisfaction of such Purchaser’s Subscription Amount each of the applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001conditions set forth in Section 2.3(b)(i)-(iv), with an exercise price equal to $0.001, subject to adjustment therein;(vii) and (viii); and (vi) on as to the date hereofFirst Closing alone, the Registration Rights Agreement, in form and substance reasonably acceptable to the Purchasers, executed by a duly executed Lock-Up Agreementsauthorized officer of the Company; and (vii) provided, that the Prospectus and Prospectus Supplement (Purchasers may waive delivery of such Registration Rights Agreement at the First Closing, in which may be delivered in accordance with Rule 172 under case, the Securities Act)provisions of Section 4.14 shall apply. (b) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) Company such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 form and substance reasonably acceptable consistent with past practice and transactions similar to this offering of Securities, substantially to the Placement Agent and S▇▇▇▇▇▇▇effect set forth in Exhibit C-1 hereto; (iii) subject a legal opinion of Company French Counsel, in form and substance consistent with past practice and transactions similar to this offering of Securities, substantially 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 Officereffect set forth in Exhibit C-2 hereto; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Custodian instructing the Transfer Agent Custodian 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; (v) 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 shares of Common Stock Ordinary Shares equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0014.50, subject to adjustment therein; therein (visuch Warrant certificate may be delivered within three Trading Days of the Closing Date), together with a certificate evidencing ownership of the Warrant (certificat d’inscription en compte), and a certified copy of the Warrant Register (as defined in Section 4(c) on of the date hereof, the duly executed Lock-Up AgreementsWarrant certificate); and (viivi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior Prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) to the Company, this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; (ii) to the Company, the subscription form, the form of which is attached hereto as Exhibit B, duly completed and executed by such Purchaser as required under French corporate law; and (iiiii) to the Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Company or its designeeaccount specified in the Escrow Agreement.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 CounselCounsel and UK Company Counsel (which may be delivered in one legal opinion), in the form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇Agent; (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 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 such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (v) 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 shares of Common Stock ADSs equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001ADSs, with an exercise price per ADS equal to $0.0011.25, subject to adjustment therein; therein (vi) on such ink-original Warrant may be delivered within two Trading Days after the date hereof, the duly executed Lock-Up AgreementsClosing Date); and (viivi) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee, 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)(iii) herein.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)Date, the Company Enstar shall deliver or cause to be delivered to each Purchaser Shareholder the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing transfer agent for the Transfer Agent Voting Shares or Non-Voting Shares, as applicable, to deliver issue the Enstar Shares as set forth on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system Schedule 1 (“DWAC”) Shares equal subject to Section 2.1(b)), being acquired by such Purchaser’s Subscription Amount divided Shareholder on the Closing Date in book entry form unless a physical certificate is requested by the Per Share Purchase Pricesuch Shareholder, registered in the name of such Purchaser; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) Shareholder as set forth on the date hereof, the duly executed Lock-Up Agreementssignature pages hereto; and (viiii) such other documents relating to the Prospectus and Prospectus Supplement (which Transactions as the Shareholders or their counsel may be delivered in accordance with Rule 172 under the Securities Act)reasonably request. (b) On or prior to the Closing Date, each Purchaser Shareholder shall deliver or cause to be delivered to the Company, as applicable, Enstar the following: (i) this Agreement a duly executed by share transfer form in favor of Enstar for the transfer of all of such PShareholder’s KaylaRe Shares in the form attached as Exhibit A hereto; (ii) original copies of the Founder Warrants issued to such Shareholder marked “cancelled”; (iii) letters of resignation from any representative of such Shareholder serving on the Board of Directors of KaylaRe or any of its subsidiaries; and (iv) such other documents relating to the Transaction as Enstar or its counsel may reasonably request. (c) On the Closing Date, HH shall deliver or cause to be delivered to Enstar the following: (i) a fully executed copy of the Amended and Restated Investment Management Agreement, in the form reasonably agreed between HH and Enstar; (ii) a duly executed Warrant Assignment and Termination Agreement; and (iii) a duly executed copy of the Second Amended and Restated Agreement of Exempted Limited Partnership of ▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount▇ InRe Fund, which shall be made available for “Delivery Versus Payment” settlement with L.P in the Company or its designeeform reasonably agreed between Enstar and HH.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 Counsel, directed to the Purchaser, in a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇Purchaser; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each the 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 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 the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such the Purchaser; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Pre-Funded Warrant registered in the name of such the Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such difference between (A) the Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, and (B) the number of Shares otherwise issuable to the Purchaser that would cause the Purchaser’s beneficial ownership of Common Stock to be more than the Beneficial Ownership Limitation with an exercise price equal to $0.0010.0001 per share of Common Stock, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇the Purchaser; and (ii) such the Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” DVP settlement with the Company or its designeedesignees.

Deliveries. (a) On or prior to the Closing Date (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 a form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇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 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the each Closing Date (except as indicated belownoted), the Company (or as applicable, NACD) shall deliver or cause to be delivered to each the Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company and NACD; (ii) the legal opinions of Company Counsel, substantially in form and substance reasonably acceptable to Purchaser’s counsel, with such legal opinions being issued as follows: (A) upon the execution and delivery of the Transaction Documents required to be executed and delivered on the First Closing (or at the latest, November 11, 2016, in accordance with Section 2.3(c)), a legal opinion with respect to such Transaction Documents and the issuance of the NACD Common Shares; and (B) upon the authorization of the Preferred Shares, a legal opinion with respect to the issuance of the Preferred Shares (or as applicable, the Notes)); (iii) the Transfer Agent Instruction Letter duly executed by the Company and the Transfer Agent; (iv) as to the First Closing, NACD shall issue to the Purchaser the NACD Common Shares, registered in the name of the Purchaser; (v) as to the First Closing, the Registration Rights Agreement, duly executed by the Company; (iivi) a legal opinion of Company Counsel, in form and substance reasonably acceptable as to the Placement Agent First Closing, the Security Agreement, duly executed by the Company and S▇▇▇▇▇▇▇;each Subsidiary, along with the other Security Documents, including the Subsidiary Guarantee, the Collateral Assignment of Receivables, and the Performance Guarantees, the Deposit Account Control Agreement, and the Assignment of the Letter of Credit, duly executed by the parties thereto; and (iiivii) subject to the last sentence of Section 2.1section 2.5, 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 last sentence requisite amount 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”) Preferred Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Priceapplicable Tranche amount as of the applicable Closing, registered in the name of such the Purchaser; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the applicable Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) as to the First Closing, this Agreement duly executed by such P▇▇▇▇▇▇▇▇the Purchaser; (ii) the Purchaser’s Subscription Amount as to the applicable Closing by wire transfer to the account specified in writing by the Company; (iii) as to the First Closing, the Registration Rights Agreement, duly executed by the Purchaser; and (iv) as to the First Closing, the Security Agreement, the Collateral Assignment of Receivables, and the Performance Guarantees, duly executed by the Purchaser. (c) With respect to the First Closing, in the event that any of the deliverables set forth in Section 2.3(a)-(b) cannot be delivered on the date hereof due to the fact that the parties have not reached final agreement with respect thereto (with the exception of the delivery of this Agreement by the Purchaser, the Company, and NACD, and the issuance of the NACD Common Shares to the Purchaser by NACD; all of which must be delivered on the date hereof), such deliverables shall be delivered on or before November 11, 2016. In the event that such deliverables are not delivered on or before November 11, 2016, the Company shall pay a break-up fee of USD$75,000 to the Purchaser in immediately available funds on or before November 17, 2016; provided, however, that the Break-Up Fee shall not be due and payable to Purchaser if the deliverables (including the items requested by Purchaser as called for in the agreements comprising such deliverables) (i) are not delivered due to bad faith negotiating or malicious intent on the part of the Purchaser or (ii) cannot be delivered by the Company after having made repeated reasonable and good faith efforts and has concluded as a result of such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with efforts that its inability to effect such deliverable is due to circumstances beyond the control of the Company (such as inalienable legal requirements in non-U.S. jurisdictions) or without material extra costs being incurred by the Company or its designeeSubsidiaries, which in each case are not commercially reasonable; and provided, further, however, that no decision as to the materiality of such costs may be made without consulting with the Purchaser, which shall have the right, but not the obligation, to contribute to such costs on terms memorialized on Schedule 2.3(c).

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable satisfactory to the Placement Agent and S▇▇▇▇▇▇▇each of 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 last 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”) ), Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) 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 shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by Shares, in the Per Share Purchase Price minus $0.001form of Exhibit C attached hereto, with an exercise price equal to $0.0012.80, subject to adjustment therein; , which Warrant shall be immediately exercisable and have a term of exercise equal to five years from the date of issuance (vi) a copy of such executed Warrant will be delivered via email on the date hereof, Closing Date and the duly originally executed Lock-Up AgreementsWarrant certificate may be delivered within two (2) Trading Days of the Closing Date); and (viivi) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; (ii) the Lock-Up Agreements; and (iiiii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On The following documents will be executed and delivered by Buyer and the Sellers, as applicable, at or prior to 10:00 a.m. pacific time on September 30, 2016: (i) Buyer and the Sellers shall execute an escrow agreement in the form attached hereto as Exhibit B (the “Closing Date Escrow Agreement”). (except as indicated below), ii) Buyer and the Company Sellers shall execute the Specified Matter 1/2 Escrow Agreement. (iii) Buyer shall deliver to the Sellers the certificates required by Sections 6.3(a) and (b) hereof. (iv) The Sellers shall deliver, or cause to be delivered, to Buyer the certificates required by Sections 6.2(a) and (b) hereof. (v) Buyer shall deliver to the Sellers evidence reasonably satisfactory to the Sellers that Buyer has obtained all Gaming Approvals required to consummate the transactions contemplated hereby. (vi) The Sellers shall deliver to Buyer invoices in respect of the Selling Expenses. (vii) The Sellers shall have delivered or cause to be delivered to the Payoff Letter as contemplated by Section 5.12(a) and releases of all Liens and other security interests securing the Indebtedness in each Purchaser case as described in the following:Payoff Letter. (iviii) this Agreement duly executed by Each Seller shall deliver to Buyer a certification of its status as a non-foreign person in the Company; form attached hereto as Exhibit D (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (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 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 (“DWACFIRPTA Certificate”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance and compliance with Rule 172 under the Securities ActTreasury Regulations Section 1.1445-2(b)(2). (bix) On Each Seller shall have executed and delivered an assignment agreement in the form attached hereto as Exhibit E (each, an “Assignment Agreement”) assigning such Seller’s interest in the Purchased Interests to Buyer free and clear of all Encumbrances effective as of the Closing Time. (x) Each of the Sellers and Buyer shall deliver evidence reasonably satisfactory to the Title Company regarding due organization and the due authorization of the transactions contemplated by this Agreement, to the extent required by the Title Company. (xi) The Sellers shall deliver such customary affidavits as the Title Company may reasonably require in order to issue the Title Policy in accordance with the terms hereof. (xii) Sellers shall deliver evidence of the resignation or removal, effective as of the Closing Date, of each director of the Company, unless otherwise designated by Buyer in advance no less than five (5) Business Days prior to the Closing Date, each Purchaser . (xiii) The Sellers and Buyer shall deliver or cause to be delivered to the CompanyEscrow Agent a joint written instruction instructing the Escrow Agent to release (1) the Deposit to the Sellers and (2) the interest accrued on the Deposit to Buyer, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement in each case in accordance with the Company or its designeeDeposit Escrow Agreement.

Deliveries. (a) On The following items or prior to the Closing Date (except as indicated below), the Company documents shall deliver or cause to be have been delivered to each Purchaser the followingLender: (i) this Agreement duly executed Three (3) complete sets of the Plans and Specifications in the form approved by Lender and the Company;Construction Consultant and submitted to and approved by those Governmental Authorities charged with issuing the permits delivered pursuant to Section 3.2(f)(x) below. (ii) An endorsement to the Title Insurance Policy dated the date of such requested Construction Loan Advance and showing the Mortgage as a legal opinion prior and paramount Lien on each of Company Counselthe Properties, subject only to (A) the Permitted Encumbrances, (B) any other Liens or encumbrances consented to in writing by Lender, and (C) any other Liens which are then being contested in accordance with the provisions of Section 3.6(b) of the Mortgage, and which shall have the effect of increasing the coverage of the Title Insurance Policy by an amount equal to the amount of the Construction Loan Advance then being made, along with co-insurance or reinsurance in such forms and amounts as may be reasonably required by Lender. Any reinsurance agreements shall provide for direct access with the other title companies satisfactory to Lender. (iii) Any Policies (or certificates thereof) required by Section 6.1 hereof in connection with the construction of the Project, to the extent not previously delivered. (iv) Two (2) fully-executed originals of the Construction Completion Guaranty. (v) The Payment and Performance Bonds; provided, however, that Lender shall, at Borrowers’ request, review the financial statements of any proposed Major Contractor and reasonably consider a request by Borrowers either (A) not to require a Payment and Performance Bond with respect to such Major Contractor, or (B) to accept, in lieu of a Payment and Performance Bond with respect to such Major Contractor, a “Subguard Policy” issued by Zurich North America, together with a financial interest endorsement, all in form and content reasonably acceptable to Lender and subject to limits acceptable to Lender in its sole and absolute discretion. (vi) A Draw Request complying with the provisions of this Agreement which shall constitute Borrowers’ representation and warranty to Lender that: (A) any completed construction is substantially in accordance with the Plans and Specifications, (B) all costs for the payment of which Lender has previously advanced funds have in fact been paid or are being held by Borrowers pending the resolution of a bonafide dispute with a Trade Contractor; provided, however, that (1) in such event, the Draw Request shall include a description of the dispute, the identity of the Trade Contractor and the maximum amount in dispute, (2) in no event shall Borrowers be holding, in the aggregate at any one time, Construction Loan proceeds of more than $1,500,000.00 on account of all such pending disputes with Trade Contractors, and (3) if the dispute is not resolved within sixty (60) days following the date on which the Construction Loan Advance which was intended to pay the disputed cost was advanced, Borrowers shall return to Lender the amount of Construction Loan proceeds advanced to pay such disputed cost, which amount may be requested again by Borrowers when the dispute is resolved, (C) all the representations and warranties contained in Article IV of this Agreement continue to be true and correct in all material respects (except to the extent of changes in circumstances or conditions which are not otherwise prohibited by this Agreement), (D) no monetary Default or any Event of Default shall have occurred and be continuing hereunder, and (E) Borrowers continue to be in compliance in all material respects with all of the other terms, covenants and conditions contained in this Agreement. (vii) An Advance Request accompanied by a completed and itemized Application and Certificate for Payment (AIA Document No. G702) attached hereto as Exhibit H or similar form approved by Lender, containing the certification of the Construction Manager or Trade Contractor to whom such payment is made, as applicable, and the Architect as to the material accuracy of same, together with invoices relating to all items of Hard Costs covered thereby and accompanied by a cost breakdown showing the cost of work on, and the cost of materials incorporated into, the Project to the date of the requisition. The cost breakdown shall also show the percentage of completion of each Line Item on the Loan Budget, and the accuracy of the cost breakdown shall be certified by Borrowers and by the Architect. All such applications for payment shall also show all Trade Contractors, including Major Contractors, by name and trade, the total amount of each contract or subcontract, the amount theretofore paid to each Trade Contractor as of the date of such application, and the amount to be paid from the proceeds of the Construction Loan Advance to each Trade Contractor. (viii) All invoices relating to all items of Soft Costs identified in the Advance Request or Borrowers’ receipted bills therefor, or other reasonable proof of expenditure or payments for Soft Costs due reasonably acceptable to Lender. (ix) An Anticipated Cost Report in respect of the Project prepared by the Construction Manager and/or the General Contractor, which shall be reasonably satisfactory in form and substance to Lender and the Construction Consultant. (x) Reasonable evidence that all Government Approvals necessary to permit the construction of that/those portion(s) of the Project to be funded with the proceeds of the Initial Construction Loan Advance have been obtained, including, without limitation, one or more acceptable building permits. (xi) A certificate from (A) the Architect (the “Architect’s Certificate”) substantially in the form attached hereto as Exhibit I, and (B) the Construction Manager (the “Construction Manager’s Certificate”) substantially in the form attached hereto as Exhibit J, (C) the General Contractor (the “General Contractor’s Certificate”) substantially in the form attached hereto as Exhibit N, and (D) at Lender’s request, from any Major Contractor (the “Contractor’s Certificate”) substantially in the form attached hereto as Exhibit K. (xii) Evidence reasonably satisfactory to Lender that the notional amount of the Interest Rate Cap Agreement shall be no less than the Outstanding Principal Balance, after giving effect to the proposed Initial Construction Loan Advance. (xiii) To the extent reasonably requested by Lender, soil and geotechnical reports for the Hotel/Casino Property and the Adjacent Property, which reports (A) shall be dated within one (1) year preceding the Initial Construction Loan Advance, (B) shall be issued by an engineer reasonably acceptable to the Placement Agent Lender, (C) shall state that Lender may rely thereon, and S▇▇▇▇▇▇▇; (iiiD) 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 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; (v) 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 shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and 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, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeesatisfactory to Lender in form and substance in Lender’s reasonable discretion.

Deliveries. (a) On or prior to the each applicable Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each participating Purchaser the following: (i) as to the First Tranche Closing, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable as to the Placement Agent and S▇▇▇▇▇▇▇; (iii) subject to the last sentence of Section 2.1each Closing that occurs, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Company’s Chief Financial Officer; (iviii) subject as to the last sentence of Section 2.1each Closing that occurs, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver either in book entry or 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; (viv) for as to each Purchaser of Prefunded Warrants pursuant to Section 2.1Closing that occurs, a Prefunded 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 Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0011.04, subject to adjustment therein; (v) as to the Second Tranche Closing, if necessary, evidence of receipt of Stockholder Approval with respect to the Second Closing; (vi) as to each Closing that occurs, an officer’s certificate certifying that the representations and warranties of the Company in this Agreement are true and correct as of the applicable 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 material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date and no Event of Default has occurred; (vii) as to each Closing that occurs, a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within 10 days of the applicable Closing Date; (viii) as to each Closing that occurs, a letter from the Transfer Agent certifying the number of Common Stock outstanding on the date hereofapplicable Closing Date immediately prior to the applicable Closing; (ix) as to the First Tranche Closing, a copy of the duly executed Lock-Up Agreementsadditional listing of shares application for the listing of the shares of Common Stock and shares of Common Stock underlying the Warrants on the Nasdaq Capital Market; and (viix) such other documents, instruments or certificates relating to the Prospectus and Prospectus Supplement (which transactions contemplated by this Agreement as each Purchaser or its counsel may be delivered in accordance with Rule 172 under the Securities Act)reasonably request. (b) On or prior to the applicable Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) as to the First Tranche Closing, this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) as to each Closing that occurs, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Company or its designeeaccount specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 Securities Counsel, in form and substance reasonably acceptable satisfactory to the Purchasers and the Placement Agent and S▇▇▇▇▇▇▇Agent; (iii) subject a legal opinion of Company Nevada Counsel, in form reasonably satisfactory to the last sentence of Section 2.1, 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 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; (vvi) 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 shares of Common Stock equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares, with an exercise price equal to $0.0010.50, subject to adjustment therein; therein (vi) on such Warrant certificate may be delivered within three Trading Days of the date hereof, the duly executed Lock-Up AgreementsClosing Date); and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (ba) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees.

Deliveries. (a) On or prior to the Closing Date (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, addressed to each Purchaser and the Placement Agent, in form and substance reasonably acceptable satisfactory to the Placement Agent and S▇▇▇▇▇▇▇Agent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with a certificate (or entry in the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivbook entry stock ledger) subject to the last sentence evidencing a number of Section 2.1, a copy 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 or Withdrawal at Custodian system (“DWAC”) Shares Series O Preferred Stock equal to 52.5% of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceStated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Series O Certificate of Designation from the Secretary of State of Delaware; (viv) for each Purchaser a certificate (or entry in the Company’s book entry stock ledger) evidencing a number of Prefunded Warrants pursuant shares of Series P Preferred Stock equal to Section 2.152.5% of such Purchaser’s Subscription Amount divided by the Stated Value, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number and evidence of shares the filing and acceptance of Common Stock equal to the portion Series P Certificate of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by Designation from the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment thereinSecretary of State of Delaware; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (viiv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) the Escrow Agreement; and (vii) a Secretary’s Certificate and an Officer’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 CompanyCompany or the Escrow Agent, as applicable, the following: (i) to the Company, this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) to the Escrow Agent, such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with Amount by wire transfer to the Company or its designeeaccount specified in the Escrow Agreement.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)Date, the Company shall deliver or cause to be delivered to each Purchaser Holder the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Holders, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇Holders; (iii) subject an ink-original Note with a principal amount equal to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, amount set forth on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the 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 PriceExhibit A attached hereto, registered in the name of such PurchaserHolder, provided that such ink-original Note may be delivered promptly after such Closing by the Company, in which case the Company will provide an electronically signed version of the Note on or prior to the Closing Date; (iv) any and all certificates and other instruments representing or evidencing all of the capital stock and other equity interests of the Company’s Subsidiaries and corresponding stock powers, and any other documents and filings required under the Notes in order to grant the Holders a first priority security interest in the assets of the Company and the Subsidiaries as provided in the Notes (collectively, the “Security Documents,” and, collectively with this Agreement, the Certificate of Amendment, the Notes and the Amended and Restated Warrants, the “Transaction Documents”); (v) for each Purchaser of Prefunded the Amended and Restated Warrants pursuant to Section 2.1, a 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 Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment thereinHolder; (vi) a certificate, executed on behalf of the date hereofCompany by its Chief Executive Officer or its Chief Financial Officer, dated as of the duly executed Lock-Up AgreementsClosing Date, certifying to the fulfillment of the conditions specified in Section 1.05(b); (vii) a certified copy of the Certificate of Amendment as certified by the Delaware Secretary of State of the State of Delaware; and (viiviii) a certificate, executed on behalf of the Prospectus Company and Prospectus Supplement (which may be delivered in accordance with Rule 172 under each of the Securities Act)Company’s Subsidiaries, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company. (ba) On or prior to the Closing Date, each Purchaser Holder shall deliver or cause to be delivered to the Company, as applicable, the following: (i) Company this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeHolder.

Deliveries. (a) On or prior to the Closing Date (except as indicated below)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 acceptable to the Purchaser and the Placement Agent and S▇▇▇▇▇▇▇Agent; (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) the Lock-Up Agreements; (v) subject to the 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 each Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such PurchaserPurchaser and free and clear of all restrictive and other legends; (vvi) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Common 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 Prefunded Warrant divided by the Per Share Purchase Price minus $0.001Shares and Pre-Funded Warrants, with an exercise price equal to $0.001[ ] per Warrant Share, subject to adjustment therein; (vivii) on if applicable, a Pre-Funded Warrant registered in the date hereofname of such Purchaser to purchase up to a number of Common Shares set forth in the Pre-Funded Warrant, the duly executed Lock-Up Agreementswith an exercise price equal to $0.0001 per Warrant Share, subject to adjustment therein; and (viiviii) the Prospectus and 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, as applicable, Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees.