Common use of Deliveries Clause in Contracts

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, dated as of the date of this Agreement Agreement, and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including including, without limitation, a negative assurance paragraphletter, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-1 attached hereto; (x) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-2 attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including including, without limitation, a negative assurance paragraphletter, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On At the Closing Date and on at each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-1 attached hereto; (x) On At the Closing Date and on at each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-2 attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.;

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Units, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Units and Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory in all respects to the Representative, Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and; (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (ix) Such other certificates, opinions or documents as the Underwriters and Underwriters’ counsel may have reasonably requested.

Deliveries. The Company a) Deliveries shall deliver be made in the ports or cause terminals agreed by both parties,by cartank or by barge where this service is available. Buyer or its agent shall notify the Seller of the final requirements at least five(5) working days in advance, and provide a confirmation at least seventy-two (72) hours for deliveries by cartank and forty-eight (48) hours for deliveries by barge (excluding days that are not working days) prior to the time of requested delivery. Such notice and confirmations shall specify the port, the name of the terminal,the name of the vessel,the name of the agent, IMO number, method of delivery, and the requested place and time of delivery, confirming the kind and quantity of marine fuels. For deliveries by cartanks dead freight will be charged when the order is less than the capacity of the vehicle and charging freight "standbye" when vehicles are required to be delivered waiting more than 12 hours to deliver. Deliveries shall be made during regular business hours observed in the particular port unless required at other times permitted by local regulations, case in which the Buyer shall pay any extra expenses incurred. Vessels shall be bunkered in turns, and Seller or its provider shall not be liable for any losses or demurrage incurred by Buyer due to any delay in the Delivery of marine fuels due to any circumstances or prevailing conditions that are not within the control of Seller. When deliveries are made by barge, the Buyer shall, without charge, immediately furnish a clear and safe berth alongside vessel's receiving lines. Deliveries made in Terminals or by barge may not be done when a clear and safe berth is available in the Seller or its provider’s opinion. Buyer shall make all connections and disconnections of the delivery hose to the vessel. If the vessel calls a port only to buy marine fuels, it shall maintain the Seller informed, every eight (8) hours of its ETA, in order to coordinate the service and avoid delays. Buyer shall inform the Seller of it’s intention to make a bunkers-only stop when Xxxxx asking for a quotation. If Xxxxx does not inform Seller of such intention, Buyer shall not hold Seller responsible for any delays or extra costs. b) Deliveries shall be complete, and the title and the risk of loss shall pass and belong to the Buyer, as the marine fuel reaches the flange connecting Seller's delivery hose to the receiving vessel's manifold. Each delivery is deemed to represent a separate contract. If there is a delay caused by Buyer for any reason in a delivery or in the use of barge facilities or a vacant terminal, the Buyer will be required to reimburse the Seller for any expenses incurred by the Seller due to any such delay. c) Buyer guarantees that each Underwriter vessel will be properly crewed, equipped, maintained and operated in compliance with applicable regulations, so as to avoid leakage, spillage, overflow or water or land pollution. Effective communication between the receiving vessel and the Seller's delivery personnel shall be constantly maintained during the entire bunkering operation. Xxxxx assumes full responsibility for the direction of pumping. Buyer shall indemnify and hold the Seller harmless against any losses, damages (if applicable) including damage to the following: vessel and/or to the barge), costs and reasonable attorney's fees that the Seller or its providers may have incurred or for which they may become liable either: (i) At the Closing Dateas a result of any claim, the Closing Shares andaction, as suit, trial, fine, tax, or charge of a similar nature instituted by anyone, including public authorities and corporations, due to each Option Closing Dateany leakage, if anyspillage, the applicable Option Sharesoverflow, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts water or land pollution, except when such losses, damage, costs and expenses arise out of the several Underwriters; a wrongful or negligent act or omission of Seller or its providers; or (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts arising out of the several Underwriters;wrongful or negligent acts or omissions of Buyer or its vessel associated with any activities hereunder. d) If an escape, leakage, discharge, spillage, overflow or water or land pollution by marine fuel (iiihereinafter referred to as "spill") At occurs during delivery to the Closing DateBuyer, Buyer will take such action as is reasonably necessary to immediately stop the Closing Warrants andspill and to remove the marine fuel and mitigate the effects of such spill. However, as notwithstanding the cause of such spill, Seller is hereby authorized, at its option, upon notice to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit Buyer or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion Buyer's agent for the Preferred Stock; (vii) At the Closing Datereceiving vessel, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphincur in such expenses when considered as reasonably necessary, in the form and substance reasonably satisfactory to the Representativejudgement of Seller or its providers, and as or ordered by any authority in order to each Option Closing Dateremove the marine fuel and mitigate the consequences of such spill. Buyer shall promptly reimburse Seller for any amounts paid by Xxxxxx on Xxxxx's behalf associated with a spill for which the Buyer is later proven to be responsible. Xxxxx agrees to cooperate fully with Seller in the prevention, if anyrecovery and investigation associated with a spill. e) In the event of a breach by buyer of its payments obligations, a bring-down opinion, including a negative assurance paragraph, from Company Counsel seller at its discretion may suspend deliveries until the buyer is in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory good standing in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreementsits financial obligations.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit A-1 attached hereto and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (vii) At the Closing Date, including a negative assurance paragraphletter from Company Counsel addressed to the Underwriters, substantially in the form of Exhibit A-2 attached hereto and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the customary form and substance reasonably satisfactory acceptable to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions from Company Counsel in form and substance reasonably satisfactory to the Representative and, with respect to the Subsidiaries, the favorable opinions of foreign legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to counsel for the Representative; (viiid) Contemporaneously herewithwith the execution of this Agreement, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixe) On the Closing Date and on each Option Closing Date, a duly executed and delivered certificate of the Chief Executive Officer and Chief Financial Officer of the Company, in customary form reasonably acceptable to the Representative; (f) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the Secretary of the Company, in the customary form and substance reasonably satisfactory acceptable to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xig) Contemporaneously herewith, the Lock-Up Agreements, duly executed and delivered by the Lock-Up AgreementsParties; and (h) Such other certificates, opinions or documents as the Representative may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including including, without limitation, a negative assurance paragraphletter, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Prior Company Auditor and the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativeset forth on Exhibit F attached hereto; (x) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativeset forth on Exhibit G attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares of Common Stock shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Investor Warrants and, as to each Option Closing Preferred SharesDate, if any, the applicable Option Warrants in the form requested in writing by the applicable Underwriter at least one Business Day prior to the Closing Date and, if any, each Option Closing Date, which shares shall be form may be: (i) certificated form registered in the name or names and in such authorized denominations as request by the applicable Underwriter, or (ii) delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the Closing Underwriter’s Warrants and, as issuable pursuant to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersSection 2.3; (ivd) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiie) At the Closing Date and at each Option Closing Date, the duly executed and delivered opinion (addressed to the Underwriters) of each of Company Counsel, and of IP Counsel for the Company with respect to certain intellectual property matters, dated as of the Closing Date and each Option Closing Date, if any, and in form and substance reasonably satisfactory to the Representative; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, dated as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (xh) On the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form and substance satisfactory to the Representative; (i) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and; (xij) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsAgreements in the Form attached hereto as Exhibit A; and (k) Such other certificates, opinions or documents as the Underwriters and S&W may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viiv) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the on each Option Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiv) At the Closing Date and on each Option Closing Date, a legal of IP Counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (vi) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, (i) the Closing Shares included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters and (ii) the Closing Pre-Funded Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Pre-Funded Warrants, which Pre-Funded Warrants shall be delivered by the Company to the several Underwriters; (b) At the Closing Date, the Closing Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iic) At the Closing Date, the Closing Preferred Shares, which shares executed Representative’s Warrant Agreement(s) shall be delivered via The Depository Trust Company Deposit issued in the name or Withdrawal at Custodian system for names and in such authorized denominations as the accounts of the several UnderwritersRepresentative may request; (iiid) At the Closing Date, the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form Closing Date and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the RepresentativeUnderwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is Preferred Stock Agency Agreement duly appointed as executed by the transfer agent and conversion agent for the Preferred Stockparties thereto; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representativeof Exhibit C attached hereto, and as to each Option Closing Date, if any, a bring-down opinion, including a opinion and negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativeset forth on Exhibit F attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativeset forth on Exhibit G attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinion, including a opinion and negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiivi) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (vii) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officers’ Certificate, substantially in the form required by Exhibit E attached hereto; (viii) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit F attached hereto; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Dateif any, the duly executed and delivered Secretary’s Intellectual Property Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit F attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares including in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vc) At the Closing Date, the executed Representative’s Warrant Agency Agreement duly executed by Agreement(s) shall be issued in the parties theretoname or names and in such authorized denominations as the Representative may request; (vid) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the at each Option Closing Date, a if any, the duly executed and delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form and substance reasonably satisfactory to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinions and negative assurance paragraph, letters from Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (viiie) [intentionally omitted] (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the RepresentativeUnderwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesCommon Warrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Common Warrants, via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants andPrefunded Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to each Option the Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viv) At the Closing Date, to the Transfer Agent is duly appointed as Representative only, a Common Stock purchase warrant to purchase up to a number of shares of Common Stock equal to 8.0% of the transfer agent sum of the number of Closing Shares and conversion agent for the Preferred Stocknumber of shares of Common Stock underlying the Closing Prefunded Warrants on the date hereof (the “Representative Warrants”), in certificated form registered in the name of the Representative or its designees, which Representative Warrants shall have an exercise price of $____, subject to adjustment therein, and shall be in the form of Exhibit A-3 attached hereto, and, on each Option Closing Date, if any, Representative Warrants equal to 8.0% of the Option Shares issued on such Option Closing Date; (viivi) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit B attached hereto and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit D attached hereto; (xix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit E attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares including in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vc) At the Closing Date, the executed Representative’s Warrant Agency Agreement duly executed by Agreement(s) shall be issued in the parties theretoname or names and in such authorized denominations as the Representative may request; (vid) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the at each Option Closing Date, a if any, the duly executed and delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, substantially in the form and substance reasonably satisfactory to of Exhibit G attached hereto, dated as of the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinions and negative assurance paragraph, letters from Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered legal opinion and negative assurance letter of Special Nevada Counsel for the Company with respect to certain matters related to Nevada law, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (f) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (g) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xi) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (j) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the RepresentativeUnderwriters; and (xik) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is Preferred Stock Agency Agreement duly appointed as executed by the transfer agent and conversion agent for the Preferred Stockparties thereto; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representativeof Exhibit C attached hereto, and as to each Option Closing Date, if any, a bring-down opinion, including a opinion and negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativeset forth on Exhibit F attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativeset forth on Exhibit G attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At On the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiiii) At On the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit in certificated form registered in the name or Withdrawal names and in such authorized denominations as the applicable Underwriter may request in writing at Custodian system least one Business Day prior to the Closing Date and, if any, each Option Closing Date; (iii) On the Closing Date, and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 5.0% of the number of Closing Shares, Series A Warrants, Series B Warrants, Option Shares, and Option Warrants issued on such Closing Date and Option Closing Date, as applicable, for the accounts account of the several UnderwritersRepresentative (or its designees), which Warrant shall have an exercise price of $____, subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Series A Warrants; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At On the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shares warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, in the form and substance reasonably satisfactory to the Underwriters and as to the Closing Warrants and, Date and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel addressed to the applicable Option WarrantsUnderwriters, which shall be delivered via The Depository Trust including, without limitation, a negative assurance letter, in form and substance reasonably satisfactory to the Representative and an opinion of Company Deposit or Withdrawal at Custodian system for Nevada Counsel addressed to the accounts of Underwriters and in the several Underwritersform and substance reasonably satisfactory to the Representative; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letterletters, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor Auditors dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) Contemporaneously herewith, the Company shall cause to be furnished to the Underwriters a written consent of Stole Rxxxx LLP, special Alaskan counsel to the Company, addressed to the Underwriters, permitting the Underwriters to rely upon the limited title report of Stole Rxxxx LLP, dated February [●], 2023, issued in connection with the issuance of the common shares of GoldMining Inc. pursuant to an at-the-market equity program; (vii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the customary form and substance reasonably satisfactory to the Representativesubstance; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the customary form and substance reasonably satisfactory to the Representative; andsubstance; (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (x) Such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Preliminary Prospectuses, the Prospectuses and free writing prospectus, if any, as of the time of purchase and, if applicable, the additional time of purchase, as you may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Class C Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence the Closing Class D Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delawareseveral Underwriters; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is Preferred Stock Agency Agreement duly appointed as executed by the transfer agent and conversion agent for the Preferred Stockparties thereto; (vii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (viii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit H attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinionopinion including, including without limitation, a negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinions of intellectual property legal counsel and regulatory legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiix) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixx) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xxi) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesCommon Warrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants andPrefunded Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to each Option the Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence and each Option Closing Date, if any, to the Representative only, a Common Stock purchase warrant to purchase up to a number of shares of Common Stock equal to 5.0% of the filing and acceptance sum of the Certificate number of Designation from Closing Shares, Warrant Shares and Option Shares issued on such Closing Date and Option Closing Date, as applicable, in certificated form registered in the Secretary name of State the Representative (or its designees), which Representative Warrant shall have an exercise price of Delaware$____, subject to adjustment therein, otherwise on the same terms as the Closing Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company (“DTC”) Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for book entry with the accounts of Transfer Agent in accordance with instructions provided by the several Underwriters; (iii) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (iv) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the Transfer Agent is duly appointed as filing and acceptance of the transfer agent and conversion agent for Certificate of Designation from the Preferred StockSecretary of State of Delaware; (vii) At the Closing Date, (i) a legal opinion and bring-down opinion, as applicable, of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the RepresentativeRepresentative and previously agreed to, (ii) a legal opinion and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraphas applicable, from Company Counsel of the Company’s intellectual property counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative and previously agreed to and (iii) the certificates and bring-down certificates of each of the Chief Executive Officer and the Chief Financial Officer and General Counsel of the Company with respect to certain intellectual and regulatory matters and each including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officerofficer’s Certificatecertificate, in the form and substance reasonably satisfactory agreed to by the Representativeparties signatory hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretarysecretary’s Certificatecertificate, in the form and substance reasonably satisfactory agreed to by the Representative; andparties signatory hereto; (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (xii) On the Closing Date and on each Option Closing Date, such certificates, in addition to those specifically mentioned herein, as the Representative may have reasonably requested as to the accuracy and completeness of any statement in the Registration Statement, the Prospectus or the Prospectus Supplement, as to the accuracy at the Closing Date and any Option Closing Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Underwriters.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares Securities and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesSecurities, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, (including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory letter or statement) addressed to the RepresentativeUnderwriters, and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions and assurances from Company Counsel Counsel, in each case in form and substance reasonably satisfactory to the RepresentativeEGS; (viiic) At the Closing Date, legal opinion of PRC Counsel addressed to the Underwriters, and as to the Closing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from PRC Counsel, in each case in form and substance reasonably satisfactory to EGS; d) At the Closing Date, legal opinion of Cayman Counsel addressed to the Underwriters, and as to the Closing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from Cayman Counsel, in each case in form and substance reasonably satisfactory to EGS; e) Contemporaneously herewithwith the execution hereof, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative EGS, from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixf) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officer’s Certificate, in the customary form and substance reasonably satisfactory to the RepresentativeRepresentatives; (xg) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in the customary form and substance reasonably satisfactory to the Representative; andRepresentatives; (xih) On the Closing Date and on each Option Closing Date, a duly executed Chief Financial Officer’s Certificate, in customary form and substance reasonably satisfactory to the Representatives; i) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and j) Such other certificates, opinions or documents as the Underwriters and EGS may have reasonably requested in writing in advance of the Closing (including good standing or similar certificates for the Company and its Subsidiaries).

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares Securities and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesSecurities, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, legal opinions of Company Counsel (including, without limitation, a negative assurance letter or statement) addressed to the Underwriters, and as to the Closing Warrants and, Date and as to each Option Closing Date, if any, the applicable Option Warrantsbring-down opinions and assurances from Company Counsel, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwritersin each case in form and substance reasonably satisfactory to EGS; (ivc) At the Closing Date, evidence legal opinion of PRC Counsel addressed to the filing Underwriters, and acceptance of as to the Certificate of Designation Closing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from the Secretary of State of DelawarePRC Counsel, in each case in form and substance reasonably satisfactory to EGS; (vd) At the Closing Date, legal opinion of Cayman Counsel addressed to the Warrant Agency Agreement duly executed by Underwriters, and as to the parties theretoClosing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from Cayman Counsel, in each case in form and substance reasonably satisfactory to EGS; (vie) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Hong Kong Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinionopinions and assurances from Hong Kong Counsel, including a negative assurance paragraph, from Company Counsel in each case in form and substance reasonably satisfactory to the RepresentativeEGS; (viiif) Contemporaneously herewithwith the execution hereof, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative EGS, from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officer’s Certificate, in the customary form and substance reasonably satisfactory to the RepresentativeEGS; (xh) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in the customary form and substance reasonably satisfactory to EGS; i) On the Representative; andClosing Date and on each Option Closing Date, a duly executed Chief Financial Officer’s Certificate, in customary form reasonably satisfactory to EGS; (xij) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and k) Such other certificates, opinions or documents as the Underwriters and EGS may have reasonably requested in writing in advance of the Closing (including good standing or similar certificates for the Company and its Subsidiaries).

Deliveries. The Company shall deliver or cause to be delivered to each the Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriter; (iiib) At On the Closing Date, the Closing Warrants and, as to Date and each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphUnderwriter, in the customary form and substance reasonably satisfactory to the Representative, and as to each Option Closing Underwriter; (c) On the Execution Date, if anya cold comfort letter, a bring-down opiniondated as of the Execution Date, including a negative assurance paragraph, from Company Counsel addressed to the Underwriter and in customary form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative Underwriter from the Company Auditor dated, respectively, as of the date of this Agreement and a customary bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixd) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Officers’ Certificate, in the customary form and substance reasonably satisfactory to the RepresentativeUnderwriter; (xe) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the customary form and substance reasonably satisfactory to the RepresentativeUnderwriter; and (xif) Contemporaneously herewithOn or before the Execution Date, the duly executed and delivered Lock-Up AgreementsAgreements from each of the Company’s officers and directors. (g) On the Closing Date, duly executed and delivered copies of the warrant agency agreement regarding the Warrants (the “Warrant Agency Agreement”) and the warrant agency agreement regarding the Pre-funded Warrants (the “Pre-funded Warrant Agency Agreement”), each dated as of the date of this Agreement and by and between the Company and Equiniti Trust Company, as Warrant Agent. (h) On each of the Closing Date and any Option Closing Date, the Company shall have delivered to the Underwriter executed copies of the Pre-funded Warrant Certificates.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares including in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vc) At the Closing Date, the executed Representative’s Warrant Agency Agreement duly executed by Agreement(s) shall be issued in the parties theretoname or names and in such authorized denominations as the Representative may request; (vid) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the at each Option Closing Date, a if any, the duly executed and delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form and substance reasonably satisfactory to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinions and negative assurance paragraph, letters from Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered legal opinion and negative assurance letter of Special Brazil Counsel for the Company with respect to certain matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the RepresentativeUnderwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel and Company Intellectual Property Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel and Company Intellectual Property Counsel in form and substance reasonably satisfactory to the Representative, including including, without limitation, a negative assurance paragraphletter, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-1 attached hereto; (x) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-2 attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares including in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vc) At the Closing Date, the executed Representative’s Warrant Agency Agreement duly executed by Agreement(s) shall be issued in the parties theretoname or names and in such authorized denominations as the Representative may request; (vid) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the at each Option Closing Date, a if any, the duly executed and delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form and substance reasonably satisfactory to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinions and negative assurance paragraph, letters from Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered legal opinion and negative assurance letter of Special Nevada Counsel for the Company with respect to certain matters related to Nevada law, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (f) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (g) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Regulatory Counsel for the Company, with respect to certain regulatory matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (h) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixi) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xj) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (k) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the RepresentativeUnderwriters; and (xil) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vc) At the Closing Date, the executed Representative’s Warrant Agency Agreement duly executed by Agreement(s) shall be issued in the parties theretoname or names and in such authorized denominations as the Representative may request; (vid) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the at each Option Closing Date, a if any, the duly executed and delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form Closing Date and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the RepresentativeUnderwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option WarrantsWarrants in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least two full Business Days prior to the Closing Date and, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwritersif any, each Option Closing Date; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiiii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representativeletter, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel Counsel, each in form and substance reasonably satisfactory to the Representative; (viiiiv) At the Closing Date, a legal opinion of Company IP Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, and as to each Option Closing Date, if any, a bring-down opinion from Company IP Counsel, each in form and substance reasonably satisfactory to the Representative; (v) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xvii) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of Warrant Agency Agreement duly executed by the Certificate of Designation from the Secretary of State of Delawareparties thereto; (v) At the Closing Date, the Warrant Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the Transfer Agent is duly appointed as filing and acceptance of the transfer agent and conversion agent for Certificate of Designation from the Preferred StockSecretary of State of the State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit H attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinionopinion including, including without limitation, a negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinions of intellectual property legal counsel and regulatory legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (x) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viii) At the Closing Date, the Warrant Agency Agent Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option WarrantsWarrants in the form requested in writing by the applicable Underwriter at least one Business Day prior to the Closing Date and, if any, each Option Closing Date, which shall be form may be: (i) certificated form registered in the name or names and in such authorized denominations as request by the applicable Underwriter, or (ii) delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vc) At the Closing Date, the Warrant Agency Agreement duly executed by the parties theretoUnderwriter’s Warrants issuable pursuant to Section 2.3; (vid) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiie) At the Closing Date and at each Option Closing Date, the duly executed and delivered opinion (addressed to the Underwriters) of Company Counsel, IP Counsel for the Company with respect to certain intellectual property matters dated as of the Closing Date and each Option Closing Date, if any, and in form and substance satisfactory to the Representative (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, dated as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (xh) On the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form and substance satisfactory to the Representative; (i) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and; (xij) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (k) Such other certificates, opinions or documents as the Underwriters and G&M may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, Shares which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, to the Representative (or its designees), a Warrant Agency Agreement duly executed by to purchase up to a number of shares of Common Stock equal to 2% of the parties theretoClosing Shares issued on the Closing Date (including the aggregate number of shares of Common Stock underlying the Preferred Stock and excluding Closing Shares and shares of Common Stock underlying the Preferred Stock sold to Insider Investors), for the account of the Representative (or its designees), which Warrant shall have an exercise price of 150% of the public offering price of the Closing Shares in customary form, including cashless exercise, an exercise term of five (5) years from the effective date of the Registration Statement and otherwise compliant with FINRA Rule 5110(g) (“Representative Warrants”); (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit A attached hereto and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiivii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, dated as of the date of this Agreement and on the Closing Date and each Option Closing Date, if any, a bring-down comfort letter dated as of the Closing Date and each Option Closing Date, if any, as applicable; (viii) Contemporaneously herewith, on the Closing Date and on each Option Closing Date, a duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (ix) On the Closing Date and on each Option Closing Date, the a duly executed and delivered OfficerSecretary’s Certificate, Certificate in the form and substance reasonably satisfactory in all respects to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; (xi) At the Closing Date, the Transfer Agency Agreement duly executed by the Company and the Transfer Agent; and (xii) At the Closing Date, the Warrant Agency Agreement duly executed by the Company and the Warrant Agent.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered to each Underwriter in physical, certificated form, or via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters, in each such case, issued in such names and in such denominations as such Underwriter may direct by notice in writing to the Company given at or prior to 5:00 p.m., New York time, on the first (1st) business day preceding the Closing Date or any Option Closing Date; (ivc) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal Legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter addressed to the Underwriters, in the form and substance reasonably satisfactory acceptable to the Representative, Representative at the Closing Date and as to at each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiid) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixe) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xf) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xig) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares including in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vc) At the Closing Date, the executed Representative’s Warrant Agency Agreement duly executed by Agreement(s) shall be issued in the parties theretoname or names and in such authorized denominations as the Representative may request; (vid) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the at each Option Closing Date, a if any, the duly executed and delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form and substance reasonably satisfactory to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinions and negative assurance paragraph, letters from Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the RepresentativeUnderwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to Date and each Option Closing Date, if any, to the applicable Option WarrantsRepresentative only, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts a warrant to purchase up to a number of shares of Common Stock equal to 8.0% of the several Underwriters; Closing Shares and Option Shares, if any, (ivthe “Underwriter Warrant”) At the issued on such Closing Date and Option Closing Date, evidence as applicable, for the account of the filing Representative (or its designees), which Underwriter Warrant shall have an exercise price of $[____]2, subject to adjustment therein, and acceptance registered in the name of the Certificate Representative; 2 125% of Designation from the Secretary of State of Delaware;public offering price (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiiii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including including, without limitation, a negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative, and at the Closing Date and each Option Closing Date, if any, a legal opinion of Company IP Counsel, addressed to the Underwriters in form and substance reasonably satisfactory to the Representative; (viiiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each the Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares Units and, as to each Option Closing Date, if any, the applicable Option SharesSecurities, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriter; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts legal opinions of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing Israeli Counsel and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of U.S. Company Counsel addressed to the UnderwritersUnderwriter, including, without limitation, a negative assurance paragraphletter from Israeli Counsel and U.S. Company Counsel addressed to the Underwriter, substantially in the form and substance reasonably satisfactory to the RepresentativeUnderwriter, and as to the Closing Date and at each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Israeli Counsel and U.S. Company Counsel in form and substance reasonably satisfactory to the RepresentativeUnderwriter; (viiiiii) Contemporaneously herewith, a cold comfort lettercertificate, addressed to the Underwriters Underwriter and in form and substance reasonably satisfactory in all respects to the Representative Underwriter, from the Company Auditor datedchief financial officer of the Company, respectively, dated as of the date of this Agreement Agreement, a comfort letter addressed to the Underwriter and a bring-down letter in form and substance satisfactory in all respects to the Underwriter from the Auditor, dated as of the Closing Date and a bring-down letter addressed to the Underwriter and in form and substance satisfactory in all respects to the Underwriter, dated as of each Option Closing Date, if any;, from the Auditor (ixiv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the chief executive office or chief financial officer of the Company, substantially in the form and substance reasonably satisfactory to the RepresentativeUnderwriter; (xv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificatea certificate of the secretary or assistant secretary of the Company, substantially in the form and substance reasonably satisfactory to the Representative; andUnderwriter; (xivi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; (vii) At the Closing Date, legal opinions of Xxxxxxxxx Xxxx Xxxxxxx LLP addressed to the Underwriter, including, without limitation, a negative assurance letter from Xxxxxxxxx Xxxx Xxxxxxx LLP addressed to the Underwriter, substantially in form and substance reasonably satisfactory to the Underwriter, and at each Option Closing Date, if any, a bring-down opinion from Xxxxxxxxx Xxxx Xxxxxxx LLP in form and substance reasonably satisfactory to the Underwriter; and (viii) On the Closing Date, duly executed copies of the Warrants.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters as directed by the Representative; (b) At the Closing Date, the Closing Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iic) At the Closing Date, the Closing Preferred Shares, which shares executed (i) Warrant Agreement and (ii) Representative’s Warrant Agreement(s) shall be delivered via The Depository Trust Company Deposit issued in the name or Withdrawal at Custodian system for names and in such authorized denominations as the accounts of the several UnderwritersRepresentative may request; (iiid) At the Closing Date, the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form and substance reasonably satisfactory to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinions and negative assurance paragraph, letters from Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to counsel to the Representative; (viiie) Contemporaneously herewithAt the Closing Date and at each Option Closing Date, a cold comfort letterif any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor datedUnderwriters, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to counsel to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters. (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (ivv) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, dated as of the date of this Agreement Agreement, and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Class A Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence the Closing Class B Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delawareseveral Underwriters; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is Preferred Stock Agency Agreement duly appointed as executed by the transfer agent and conversion agent for the Preferred Stockparties thereto; (vii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (viii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit I attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinionopinion including, including without limitation, a negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinions of intellectual property legal counsel and regulatory legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiix) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixx) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xxi) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vc) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vid) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions from Company Counsel in form and substance reasonably satisfactory to the Representative to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiie) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixf) On At the Closing Date and on at each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xg) On At the Closing Date and on at each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xih) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares of Common Stock shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option WarrantsWarrants in such denominations requested in writing by the Representative at least one Business Day prior to the Closing Date and, which if any, each Option Closing Date, shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for pursuant to the accounts terms of the several UnderwritersWarrant Agent Agreement; (ivc) At the Closing Date, evidence of and, as to each Option Closing Date, if any, the filing and acceptance of the Certificate of Designation from the Secretary of State of DelawareUnderwriter’s Warrants issuable pursuant to Section 2.3; (vd) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiie) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, dated as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixf) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (xg) On the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form and substance satisfactory to the Representative; (h) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and; (xii) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsAgreements in the Forms attached hereto as Exhibit A and Exhibit B, as applicable; and (j) Such other certificates, opinions or documents as the Underwriters and S&W may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of Warrant Agency Agreement duly executed by the Certificate of Designation from the Secretary of State of Delawareparties thereto; (v) At the Closing Date, the Warrant Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the Transfer Agent is duly appointed as filing and acceptance of the transfer agent and conversion agent for Certificate of Designation from the Preferred StockSecretary of State of Florida; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativeof Exhibit B attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativeof Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Common Warrants and, as to each Option Closing Preferred SharesDate, which shares shall be delivered if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants andPre-Funded Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one (1) full Business Day prior to each Option the Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of Common Shares equal to the sum of 5.0% of the filing Closing Shares plus the Common Shares underlying the Pre-Funded Warrants, if any, and acceptance Option Shares issued on such Closing Date and Option Closing Date (the "Representative Warrant"), as applicable, in certificated form registered in the name of the Certificate Representative (or its designees), which Representative Warrant shall have an exercise price of Designation from $____, subject to adjustment therein, otherwise on substantially the Secretary of State of Delawaresame terms as the Common Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory acceptable to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including including, without limitation, a negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative and at the Closing Date and each Option Closing Date, if any, the favorable opinions of intellectual property and regulatory legal counsel to the Company, in form and substance reasonably satisfactory to the Representative; (viiivii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (viii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officers' Certificate, substantially in the form required by Exhibit B attached hereto; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Secretary's Certificate, substantially in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vc) At the Closing Date, the executed Representative’s Warrant Agency Agreement duly executed by Agreement(s) shall be issued in the parties theretoname or names and in such authorized denominations as the Representative may request; (vid) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the at each Option Closing Date, a if any, the duly executed and delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form Closing Date and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the RepresentativeUnderwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares of Common Stock shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriter’s Warrants issuable pursuant to Section 2.3; (iiic) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viiid) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, dated as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixe) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (xf) On the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form and substance reasonably satisfactory to the Representative; (g) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and; (xih) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsAgreements in the Forms attached hereto as Exhibit A or in a form reasonably satisfactory to the Representative; and (i) Such other certificates, opinions or documents as the Underwriters and DW may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the executed Representative’s Warrant Agreement(s) shall be issued in the name or names and in such authorized denominations as the Representative may request; (c) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form and substance reasonably satisfactory to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinions and negative assurance paragraph, letters from Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (viiid) [Reserved] (e) [Reserved.] (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, dated as of the Closing Date and each Option Closing Date, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, dated as of the Closing Date and each Option Closing Date, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, dated as of the Closing Date and each Option Closing Date, substantially in the form required by Exhibit D attached hereto, addressed to the RepresentativeUnderwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence and each Option Closing Date, if any, to the Representative only, a warrant to purchase up to a number of shares of Common Stock equal to 6.0% of the filing Closing Shares, Pre-Funded Warrants and acceptance Option Shares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Certificate Representative (or its designees), which warrant shall have an exercise price of Designation from $2.51625, subject to adjustment therein, and registered in the Secretary name of State of Delawarethe Representative, otherwise on substantially the same terms as the Common Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinion, including including, without limitation, a negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiivii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to the Representative or each Underwriter (if applicableas the case may be) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters as directed by the Representative; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to Date and on each Option Closing Date, if anyto the Representative or its permitted designees, a Common Stock purchase warrant (the applicable “Representative’s Warrant”) to purchase up to a number of shares of Common Stock (the “Representative’s Warrant Shares”) equal to five percent (5%) of the Closing Securities or Option WarrantsSecurities (as the case may be) issued on the Closing Date or an Option Closing Date, which Representative’s Warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts have an exercise price of the several Underwriters;$[___]2, subject to adjustment therein. (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viv) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the each Option Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, addressed to the Underwriters, in the form and substance reasonably satisfactory acceptable to the Representative, ; 2 Insert 110% of the Price per Share. (vi) At the Closing Date and as to each Option Closing Date, if anya legal opinion of IP Counsel to the Company, a bring-down opinionincluding, including without limitation, a negative assurance paragraphletter, from Company Counsel addressed to the Underwriters, in form and substance reasonably satisfactory acceptable to the Representative; (viiivii) Contemporaneously herewithAs of the Execution Date, a “cold comfort comfort” letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (viii) On the Closing Date and on each Option Closing Date, a duly executed and delivered Officer’s Certificate, in a form reasonably acceptable to the Representative; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in the a form and substance reasonably satisfactory acceptable to the Representative; and (xix) Contemporaneously herewithOn or prior to the Execution Date, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesPrefunded Warrants, which shares shall be delivered via The Depository Trust Company Deposit in certificated form registered in the name or Withdrawal names and in such authorized denominations as the applicable Underwriter may request in writing at Custodian system for least one Business Day prior to the accounts of the several UnderwritersClosing Date; (iii) At the Closing Date, to the Representative only, a Common Stock purchase warrant to purchase up to a number of shares of Common Stock equal to 3% of the sum of the Closing Shares and the Warrant Shares underlying the Closing Prefunded Warrants on the date hereof (the “Representative Warrants”), registered in the name of the Representative or its designees, which Representative Warrants shall have an exercise price of $____,[2] subject to adjustment as provided therein, and shall be in the form of Exhibit E attached hereto, and, as to on each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts Representative Warrants equal to 3% of the several UnderwritersOption Shares issued on such Option Closing Date; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal written opinion of Company Counsel addressed to the Underwriters, including, without limitation, Underwriters and a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, and and, as to each Option Closing Date, if any, a bring-down opinion, including a opinion and negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiv) At the Closing Date, a written opinion (including negative assurance) of Xxxxxx Martens, as intellectual property counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, and, as to each Option Closing Date, if any, a bring-down opinion (including negative assurance) from Xxxxxx Xxxxxxx in form and substance reasonably satisfactory to the Representative; (vi) At the Closing Date, a written opinion of Xxxxxxxxxx addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, and, as to each Option Closing Date, if any, a bring-down opinion in form and substance reasonably satisfactory to the Representative; (vii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-1 attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-2 attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing as applicable, any Pre-Funded Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, evidence the Class B Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delawareseveral Underwriters; (vd) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of Common Shares equal to 4.0% of the Closing Securities and Option Securities (except for Option Purchase Warrants) issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $2.00, subject to adjustment therein, and registered in the name of the Representative, otherwise on substantially the same terms as the Class B Warrants; (e) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vif) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the customary form and substance reasonably satisfactory acceptable to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions from Company Counsel in form and substance reasonably satisfactory to the Representative and, with respect to the Subsidiaries, at the Closing Date and each Option Closing Date, if any, the favorable opinions of foreign legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to counsel for the Representative; (viiig) Contemporaneously herewithwith the execution of this Agreement, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixh) On the Closing Date and on each Option Closing Date, a duly executed and delivered certificate of the Chief Executive Officer and Chief Financial Officer of the Company, in customary form reasonably acceptable to the Representative; (i) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the Secretary of the Company, in the customary form and substance reasonably satisfactory acceptable to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xij) Contemporaneously herewith, the Lock-Up Agreements, duly executed and delivered by the Lock-Up AgreementsParties; and (k) Such other certificates, opinions or documents as the Representative may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option WarrantsWarrants in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one (1) Business Day prior to the Closing Date and, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwritersif any, each Option Closing Date; (iviii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At On the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, addressed to the Underwriters and in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel including, including without limitation, a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (iv) Contemporaneously herewith, a cold comfort letter addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Company Auditor dated, respectively, dated as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) On each of the date of this Agreement, the Closing Date and each Option Closing Date, if any, the duly executed and delivered Chief Financial Officer’s Certificate, addressed to the Underwriters and in form and substance satisfactory to the Representative; (vi) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, addressed to the Underwriters and in the form and substance reasonably satisfactory to the Representative; (xvii) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, addressed to the Underwriters and in the form and substance reasonably satisfactory to the Representative; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the Representative the following: (ia) At Contemporaneously herewith, a comfort letter from the Company Auditor, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative, dated as of the date of this Agreement, containing statements and information of the type customarily included in accountants’ comfort letters with respect to financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and a bring-down letter dated as of the Closing Date, each Option Closing Date, if any, and on the effective date of any post-effective amendment to the Registration Statement from the Company Auditor, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative, to the effect that the Company Auditor reaffirms the statements made in the comfort letter referred to above, except that the date referred to shall be a date not more than three (3) business days prior to the Closing Date or the Option Closing Date, if any; (b) Contemporaneously herewith, duly executed and delivered Lock-Up Agreements from each of the Company’s executive officers, directors and director-nominees. (c) On the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiid) At On the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option WarrantsWarrants in certificated form registered in the name or names, which shall be delivered via The Depository Trust Company Deposit or Withdrawal and in such authorized denominations, as the applicable Underwriter may request in writing at Custodian system for least one Business Day prior to the accounts of the several UnderwritersClosing Date and, if any, each Option Closing Date; (ive) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agency Agreement duly executed by the parties theretoAgreement; (vif) At the Closing Date, the Transfer Agent is duly appointed On and as the transfer agent and conversion agent for the Preferred Stock; (vii) At of the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit D attached hereto and substance reasonably satisfactory acceptable to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion and letter from Company Counsel addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viiig) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters On and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s 's Certificate, substantially in the form and substance reasonably satisfactory to the Representative;required by Exhibit E attached hereto; and (xh) On and as of the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s 's Certificate, substantially in the form required by Exhibit F attached hereto, which shall include, among other things, satisfactory evidence of the good standing of the Company in the State of Delaware and substance reasonably satisfactory to existence as a foreign corporation in the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsState of Florida.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence to the Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 5.0% of the filing and acceptance Closing Shares issued on the Closing Date plus the number of Conversion Shares issuable upon conversion of the Certificate Closing Preferred Shares, for the account of Designation from the Secretary Representative (or its designees), which Warrant shall have an exercise price of State $____2, subject to adjustment therein, and registered in the name of Delawarethe Representative, otherwise on the same terms as the Closing Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is Preferred Stock Agency Agreement duly appointed as executed by the transfer agent and conversion agent for the Preferred Stockparties thereto; (vii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (viii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit A attached hereto and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative;; 2 110% of the per share purchase price (viiiix) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixx) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xxi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Firm Shares included in the Firm Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters as directed by the Representative; (b) At the Closing Date, the Firm Warrants included in the Firm Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iic) At the Closing Date, the Closing Preferred Shares, which shares executed Representative’s Warrant Agreement(s) shall be delivered via The Depository Trust Company Deposit issued in the name or Withdrawal at Custodian system for names and in such authorized denominations as the accounts of the several UnderwritersRepresentative may request; (iiid) At the Closing Date, the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of U.S. Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form and substance reasonably satisfactory to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinions and negative assurance paragraph, letters from U.S. Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to counsel to the Representative; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion of Australian Company Counsel for the Company, with respect to certain Australian law matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance reasonably satisfactory to counsel to the Representative; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Representative; andUnderwriters; (xij) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsAgreements in the form of Exhibit A attached hereto; and (k) Such other customary certificates or documents as the Underwriters and Counsel to the Representative may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to the Representative or each Underwriter (if applicableas the case may be) the following: (i) At the Closing Date, the Closing Firm Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters as directed by the Representative; (ii) At the Closing Date and on each Option Closing Date, to the Representative or its permitted designees, a Common Stock purchase warrant (the “Representative’s Warrant”) to purchase up to a number of shares of Common Stock (the “Representative’s Warrant Shares”) equal to eight percent (8%) of the Firm Shares or Option Shares (as the case may be) issued on the Closing Date or an Option Closing Date, which Representative’s Warrant shall have an exercise price of $____,2 subject to adjustment therein 2 110% of public offering price (iii) At the Closing Date, the Closing Warrants and, as to Date and each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory acceptable to the Representative; (viiiiv) Contemporaneously herewithAt the Closing Date and each Option Closing Date, a legal opinion of [__________________], regulatory counsel to the Company, addressed to the Underwriters, in form and substance reasonably acceptable to the Representative; (v) As of the Execution Date, a “cold comfort comfort” letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officer’s Officers’ Certificate, in the a form and substance reasonably satisfactory acceptable to the Representative; (xvii) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in a form reasonably acceptable to the Representative; (viii) On the Closing Date and on each Option Closing Date, a duly executed and delivered Chief Financial Officer’s Certificate, in a form and substance reasonably satisfactory acceptable to the Representative; and (xiix) Contemporaneously herewithOn or prior to the Execution Date, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Common Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, evidence of the filing Pre-Funded Warrants, in certificated form registered in the name or names and acceptance of in such authorized denominations as the Certificate of Designation from applicable Underwriter may request in writing at least one (1) full Business Day prior to the Secretary of State of DelawareClosing Date; (vd) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viie) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinions of intellectual property legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiif) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit E attached hereto; (xh) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit F attached hereto; and (xii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representativeletter, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel Counsel, each in form and substance reasonably satisfactory to the Representative; (viiiiii) At the Closing Date, a legal opinion of Company IP Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, and as to each Option Closing Date, if any, a bring-down opinion from Company IP Counsel, each in form and substance reasonably satisfactory to the Representative; (iv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the a form and substance reasonably satisfactory to the RepresentativeUnderwriters; (xvi) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the a form and substance reasonably satisfactory to the Representative; andUnderwriters; (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (viii) At the Closing Date and on each Option Closing Date, the duly executed Representative’s Warrants, in a form reasonably satisfactory to the Underwriters.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel and Intellectual Property Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representativeof Exhibit A attached hereto, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel and Intellectual Property Counsel in form and substance reasonably satisfactory to the Representative; (viiiiii) At the Closing Date, a legal opinion of Nevada Counsel addressed to the Underwriters and as to each Option Closing Date, if any, a bring-down opinion from Nevada Counsel in form and substance satisfactory to the Representative; (iv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xvi) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (vii) At the Closing Date and substance reasonably satisfactory to on each Option Closing Date, the Representativeduly executed and delivered Regulatory Officer Certificate, substantially in the form required by Exhibit D attached hereto; (viii) At the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer certificate, substantially in the form required by Exhibit E attached hereto; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to the applicable Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 8.0% of the Closing Shares and Option WarrantsShares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for have an exercise price of $2.00, subject to adjustment therein, and registered in the accounts name of the several UnderwritersRepresentative, otherwise on the same terms as the Closing Warrants; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiiii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Common Warrants and, as to each Option Closing Preferred SharesDate, which shares shall be delivered if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants andPre-Funded Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one full Business Day prior to each Option the Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 4.5% of the filing Closing Securities and acceptance Option Securities issued on such Closing Date and Option Closing Date, as applicable, for the account of the Certificate Representative (or its designees), which Warrant shall have an exercise price of Designation from $5.1625, subject to adjustment therein, and registered in the Secretary name of State of Delawarethe Representative, otherwise on substantially the same terms as the Closing Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion including, including without limitation, a negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative, and at the Closing Date and each Option Closing Date, if any, a legal opinion of Company IP Counsel, addressed to the Underwriters in form and substance reasonably satisfactory to the Representative; (viiivii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 5.0% of the filing and acceptance Closing Shares issued on the Closing Date plus the number of Conversion Shares issuable upon conversion of the Certificate Closing Preferred Shares, for the account of Designation from the Secretary Representative (or its designees) and the number of State Option Shares issued on each Option Closing Date, if any, which Warrant shall have an exercise price of Delaware$____, subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Closing Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is Preferred Stock Agency Agreement duly appointed as executed by the transfer agent and conversion agent for the Preferred Stockparties thereto; (vii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (viii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit A attached hereto and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiix) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixx) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xxi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to the Closing Date and, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwritersif any, each Option Closing Date; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to the applicable Representative only, a warrant to purchase up to a number of Ordinary Shares equal to 7.0% of the Closing Shares, Closing Warrants and Option WarrantsShares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for have an exercise price of $1.4375, subject to adjustment therein, and registered in the accounts name of the several UnderwritersRepresentative (the “Underwriter Warrants”); (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Irish Counsel and Company U.S. Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit A attached hereto and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Irish Counsel and Company U.S. Counsel in form and substance reasonably satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Common Warrants and, as to each Option Closing Preferred SharesDate, which shares shall be delivered if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants andPre-Funded Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one full Business Day prior to each Option the Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 5.0% of the filing Closing Shares and acceptance Option Shares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Certificate Representative (or its designees), which Warrant shall have an exercise price of Designation from $____,3 subject to adjustment therein, and registered in the Secretary name of State of Delawarethe Representative, otherwise on the same terms as the Closing Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinion of intellectual property legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative;; 3 110% of the public offering price per share (viiivii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from each of the Company Auditor and former Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to Representative, a Warrant to purchase up to a number of shares of Common Stock equal to 8.0% of the applicable Closing Shares and Option WarrantsShares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for have an exercise price of $____, subject to adjustment therein, and registered in the accounts name of the several UnderwritersRepresentative, otherwise on the same terms as the Closing Warrants; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinionopinion including, including without limitation, a negative assurance paragraphletter, addressed to the Underwriters and from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiivi) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At at the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At at the Closing Date, the Closing Investor Warrants and, as to each Option Closing Date, if any, the applicable Option WarrantsWarrants in the form requested in writing by the applicable Underwriter at least one Business Day prior to the Closing Date and, if any, each Option Closing Date, which shall be form may be: (i) certificated form registered in the name or names and in such authorized denominations as request by the applicable Underwriter, or (ii) delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At at the Closing Date, the Warrant Agency Agreement duly executed by the parties theretoRepresentative’s Warrants issuable pursuant to Section 2.3; (vid) At at the Closing Date, the Transfer Agent is duly appointed as the transfer agent executed and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal delivered opinion of Company Counsel addressed to the Underwriters, including, without limitation, Underwriters as to certain legal matters and a negative assurance paragraphletter, in the form forms and substance reasonably satisfactory to the Representative, Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinion and negative assurance paragraph, letter (addressed to the Underwriters) from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiie) Contemporaneously at the Closing Date and at each Option Closing Date, the duly executed and delivered opinion addressed to the Underwriters of Nevada Counsel with respect to certain Nevada law matters dated as of the Closing Date and each Option Closing Date, if any, and in form and substance satisfactory to the Representative; (f) contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, dated as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On , on the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (xg) On on the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form and substance satisfactory to the Representative; (h) on the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and; (xii) Contemporaneously contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (j) such other certificates, opinions or documents as the Underwriters and Sxxxxxxx may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Series A Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence the Closing Series B Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delawareseveral Underwriters; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is Preferred Stock Agency Agreement duly appointed as executed by the transfer agent and conversion agent for the Preferred Stockparties thereto; (vii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (viii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit F attached hereto and as to each Option Closing Date, if any, a bring-down opinion, including including, without limitation, a negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinion of intellectual property legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiix) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xi) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representative; andrequired by Exhibit C attached hereto; (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (xiii) Contemporaneously herewith, the duly executed and delivered Voting Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares Securities and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesSecurities, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, legal opinions of Company Counsel (including, without limitation, a negative assurance letter or statement) addressed to the Underwriters, and as to the Closing Warrants and, Date and as to each Option Closing Date, if any, the applicable Option Warrantsbring-down opinions and assurances from Company Counsel, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwritersin each case in form and substance reasonably satisfactory to BPLLC; (ivc) At the Closing Date, evidence legal opinion of PRC Counsel addressed to the filing Underwriters, and acceptance of as to the Certificate of Designation Closing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from the Secretary of State of DelawarePRC Counsel, in each case in form and substance reasonably satisfactory to BPLLC; (vd) At the Closing Date, legal opinion of Cayman Counsel addressed to the Warrant Agency Agreement duly executed by Underwriters, and as to the parties theretoClosing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from Cayman Counsel, in each case in form and substance reasonably satisfactory to BPLLC; (vie) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Hong Kong Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinionopinions and assurances from Hong Kong Counsel, including a negative assurance paragraph, from Company Counsel in each case in form and substance reasonably satisfactory to the RepresentativeBPLLC; (viiif) Contemporaneously herewithwith the execution hereof, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative BPLLC, from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officer’s Certificate, in the customary form and substance reasonably satisfactory to the RepresentativeRepresentatives; (xh) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in the customary form and substance reasonably satisfactory to the Representative; andRepresentatives; (xii) On the Closing Date and on each Option Closing Date, a duly executed Chief Financial Officer’s Certificate, in customary form and substance reasonably satisfactory to the Representatives; j) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and k) Such other certificates, opinions or documents as the Underwriters and BPLLC may have reasonably requested in writing in advance of the Closing (including good standing or similar certificates for the Company and its Subsidiaries).

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for book entry with the accounts of Transfer Agent in accordance with instructions provided by the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of Warrant Agency Agreement duly executed by the Certificate of Designation from the Secretary of State of Delawareparties thereto; (v) At the Closing Date, the Warrant Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the Transfer Agent is duly appointed as filing and acceptance of the transfer agent and conversion agent for Certificate of Designation from the Preferred StockSecretary of State of the State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit H attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinionopinion including, including without limitation, a negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinions of intellectual property legal counsel and regulatory legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (x) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representative; andrequired by Exhibit C attached hereto; (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (xii) At the Closing Date, the duly executed and delivered Voting Agreement.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence and each Option Closing Date, if any, to the Representative only, a warrant (the “Representative Warrant”) in the form attached hereto as Exhibit E, to purchase up to a number of shares of Common Stock equal to 5.0% of the filing Closing Shares, Preferred Shares and acceptance Option Shares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Certificate Representative (or its designees), which Representative Warrant shall have an exercise price of Designation from $_, subject to adjustment therein, and registered in the Secretary name of State of Delawarethe Representative, otherwise on substantially the same terms as the Closing Warrants; (v) At the Closing Date, the Preferred Stock Agency Agreement and Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the Transfer Agent is duly appointed as filing and acceptance of the transfer agent and conversion agent for Certificate of Designation from the Preferred StockSecretary of State of the State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit F attached hereto and as to each Option Closing Date, if any, a bring-down opinion, including a opinion and negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewithAt the Closing Date, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Former Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit G attached hereto; (x) On the Closing Date, the duly executed and delivered Lock Up Agreements; (xi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit H attached hereto; and (xixii) Contemporaneously herewithOn the Closing Date and on each Option Closing Date, the duly executed and delivered Lock-Up AgreementsChief Financial Officer’s Certificate, substantially in the form required by Exhibit I attached hereto.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesCommon Warrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Common Warrants, via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants andPrefunded Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to each Option the Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viv) At the Closing Date, to the Transfer Agent is duly appointed as Representative only, a Common Stock purchase warrant to purchase up to a number of shares of Common Stock equal to 8.0% of the transfer agent sum of the number of Closing Shares and conversion agent for the Preferred Stocknumber of shares of Common Stock underlying the Closing Prefunded Warrants on the date hereof (the “Representative Warrants”), in certificated form registered in the name of the Representative or its designees, which Representative Warrants shall have an exercise price of $6.58, subject to adjustment therein, and shall be in the form of Exhibit A-3 attached hereto, and, on each Option Closing Date, if any, Representative Warrants equal to 8.0% of the Option Shares issued on such Option Closing Date (up to a maximum of 20,495 Representative Warrants in the aggregate on the Option Closing Dates); (viivi) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit B attached hereto and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit D attached hereto; (xix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit E attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to the Representative or each Underwriter (if applicableas the case may be) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters as directed by the Representative; (ii) At the Closing Date, the Closing Preferred SharesWarrants, which shares shall be delivered Closing Pre-Funded Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, to the Representative or its permitted designees, a warrant (the “Underwriter’s Warrant”) to purchase up to a number of share of Common Stock (the “Underwriter’s Warrant Shares”) equal to 5.0% of the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At Securities issued on the Closing Date, evidence for the account of the filing Representative (or its designees), which Warrant shall have an exercise price of $[ ], subject to adjustment therein and acceptance to compliance with FINRA Rule 5110, and registered in the name of the Certificate of Designation from Representative, otherwise on the Secretary of State of Delaware;same terms as the Closing Warrants (viv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viv) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the each Option Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory addressed to the RepresentativeUnderwriters, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory acceptable to the Representative; (viiivi) Contemporaneously herewithAt the Closing Date and each Option Closing Date, a legal opinion of IP Counsel, including without limitation, a negative assurance letter, addressed to the Underwriters, in form and substance reasonably acceptable to the Representative; (vii) As of the Execution Date, a “cold comfort comfort” letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects acceptable to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (viii) On the Closing Date and on each Option Closing Date, a duly executed and delivered Officer’s Certificate, in a form reasonably acceptable to the Representative; (ix) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officercertificate executed by the officer of the Company responsible for the Company’s Certificateregulatory affairs, in the a form and substance reasonably satisfactory acceptable to the Representative; (x) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in the a form and substance reasonably satisfactory acceptable to the Representative; and (xi) Contemporaneously herewithOn or prior to the Execution Date, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing as applicable, any Pre-Funded Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, evidence the Class C Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delawareseveral Underwriters; (vd) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of Common Shares equal to 2.5% of the Closing Securities and Option Securities (except for Option Purchase Warrants) issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $____, subject to adjustment therein, and registered in the name of the Representative, otherwise on substantially the same terms as the Class C Warrants; (e) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vif) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the customary form and substance reasonably satisfactory acceptable to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions from Company Counsel in form and substance reasonably satisfactory to the Representative and, with respect to the Subsidiaries, at the Closing Date and each Option Closing Date, if any, the favorable opinions of foreign legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to counsel for the Representative; (viiig) Contemporaneously herewithwith the execution of this Agreement, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixh) On the Closing Date and on each Option Closing Date, a duly executed and delivered certificate of the Chief Executive Officer and Chief Financial Officer of the Company, in customary form reasonably acceptable to the Representative; (i) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the Secretary of the Company, in the customary form and substance reasonably satisfactory acceptable to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xij) Contemporaneously herewith, the Lock-Up Agreements, duly executed and delivered by the Lock-Up AgreementsParties; and (k) Such other certificates, opinions or documents as the Representative may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the executed Representatives’ Warrant Agreements shall be issued in the name or names and in such authorized denominations as the Representatives may request; (c) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel Counsel, all addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form Closing Date and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinionin form and substance reasonably satisfactory to counsel to the Underwriters; (e) At the Closing Date and at each Option Closing Date, including a if any, the duly executed and delivered opinion and negative assurance paragraphletter of Intellectual Property Counsel for the Company, from Company Counsel with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance reasonably satisfactory to counsel to the Underwriters; (f) Contemporaneously herewith, a comfort letter, addressed to the Underwriters and found to be, prior to the execution of this Agreement, in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative Representatives from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, Officers’ Certificate in the form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, Certificate in the form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; and, (xii) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing as applicable, any Pre-Funded Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, evidence the Class A Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delawareseveral Underwriters; (vd) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of Common Shares equal to 5.0% of the Closing Securities and Option Securities (except for Option Purchase Warrants) issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $1.375, subject to adjustment therein, and registered in the name of the Representative, otherwise on substantially the same terms as the Class A Warrants; (e) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vif) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the customary form and substance reasonably satisfactory acceptable to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions from Company Counsel in form and substance reasonably satisfactory to the Representative and, with respect to the Subsidiaries, at the Closing Date and each Option Closing Date, if any, the favorable opinions of foreign legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to counsel for the Representative; (viiig) Contemporaneously herewithwith the execution of this Agreement, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixh) On the Closing Date and on each Option Closing Date, a duly executed and delivered certificate of the Chief Executive Officer and Chief Financial Officer of the Company, in customary form reasonably acceptable to the Representative; (i) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the Secretary of the Company, in the customary form and substance reasonably satisfactory acceptable to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xij) Contemporaneously herewith, the Lock-Up Agreements, duly executed and delivered by the Lock-Up AgreementsParties; and (k) Such other certificates, opinions or documents as the Representative may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Common Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit in certificated form registered in the name or Withdrawal names and in such authorized denominations as the applicable Underwriter may request at Custodian system for least one Business Day prior to the accounts of Closing Date and, if any, each Option Closing Date; (iii) At the several UnderwritersClosing Date, the Closing Prefunded Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to the Closing Date; (iv) At the Closing Date, evidence to the Representative only, a Common Stock purchase warrant to purchase up to a number of shares of Common Stock equal to 3% of the filing and acceptance sum of the Certificate Closing Shares and the Warrant Shares underlying the Closing Prefunded Warrants on the date hereof (the “Representative Warrants”), registered in the name of Designation from the Secretary Representative or its designees, which Representative Warrants shall have an exercise price of State $____,[2] subject to adjustment as provided therein, and shall be in the form of DelawareExhibit E attached hereto, and, on each Option Closing Date, if any, Representative Warrants equal to 3% of the Option Shares issued on such Option Closing Date; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal written opinion of Company Counsel addressed to the Underwriters, including, without limitation, Underwriters and a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, and and, as to each Option Closing Date, if any, a bring-down opinion, including a opinion and negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative; (vi) At the Closing Date, a written opinion (including negative assurance) of Xxxxxx Martens, as intellectual property counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, and, as to each Option Closing Date, if any, a bring-down opinion (including negative assurance) from Xxxxxx Xxxxxxx in form and substance reasonably satisfactory to the Representative; (vii) At the Closing Date, a written opinion of Xxxxxxxxxx addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, and, as to each Option Closing Date, if any, a bring-down opinion in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On At the Closing Date and on at each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (x) On At the Closing Date and on at each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Firm Shares included in the Firm Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters as directed by the Representative; (b) At the Closing Date, the Firm Warrants included in the Firm Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iic) At the Closing Date, the Closing Preferred Shares, which shares executed Representative’s Warrant(s) shall be delivered via The Depository Trust Company Deposit issued in the name or Withdrawal at Custodian system for names and in such authorized denominations as the accounts of the several UnderwritersRepresentative may request; (iiid) At the Closing Date, the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of U.S. Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in dated as of the form and substance reasonably satisfactory to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinions and negative assurance paragraph, letters from U.S. Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to counsel to the Representative; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion of Australian Company Counsel for the Company, with respect to certain Australian law matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance reasonably satisfactory to counsel to the Representative; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Representative; andUnderwriters; (xij) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsAgreements in the form of Exhibit A attached hereto; and (k) Such other customary certificates or documents as the Underwriters and Counsel to the Representative may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, a legal opinion of Company U.S. Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, in the form and substance reasonably satisfactory to the Underwriters and as to the Closing Preferred SharesDate and as to each Option Closing Date, which shares shall be delivered via The Depository Trust if any, a bring-down opinion from Company Deposit or Withdrawal at Custodian system for U.S. Counsel in form and substance reasonably satisfactory to the accounts Representative and the favorable opinion of Company Canadian Counsel addressed to the several UnderwritersUnderwriters and in form and substance reasonably satisfactory to the Representative; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option WarrantsWarrants in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to the Closing Date and, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwritersif any, each Option Closing Date; (iv) At the Closing Date, evidence of the filing Pre-Funded Warrants in certificated form registered in the name or names and acceptance of in such authorized denominations as the Certificate of Designation from applicable Underwriter may request in writing at least one Business Day prior to the Secretary of State of Delaware;Closing Date (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to the Representative or each Underwriter (if applicableas the case may be) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters as directed by the Representative; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to Date and on each Option Closing Date, if anyas applicable, to the applicable Representative or its permitted designees, a Common Stock purchase warrant (the “Representative’s Warrant”) to purchase up to a number of shares of Common Stock (the “Representative’s Warrant Shares”) equal to five percent (5%) of the Closing Shares or Option WarrantsShares (as the case may be) issued on the Closing Date or an Option Closing Date, which Representative’s Warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts have an exercise price of the several Underwriters;$[___]2, subject to adjustment therein. (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viv) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the each Option Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, addressed to the Underwriters, in the form and substance reasonably satisfactory acceptable to the Representative, ; 2 Insert 115% of the Price per Share. (vi) At the Closing Date and as to each Option Closing Date, if any, a bring-down opinionlegal opinion of IP Counsel, including without limitation, a negative assurance paragraphletter, from Company Counsel addressed to the Underwriters, in form and substance reasonably satisfactory acceptable to the Representative; (viiivii) Contemporaneously herewithAs of the Execution Date, a “cold comfort comfort” letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects acceptable to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (viii) On the Closing Date and on each Option Closing Date, a duly executed and delivered Officer’s Certificate, in a form reasonably acceptable to the Representative; (ix) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officercertificate executed by the officer of the Company responsible for the Company’s Certificateregulatory affairs, in the a form and substance reasonably satisfactory acceptable to the Representative; (x) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in the a form and substance reasonably satisfactory acceptable to the Representative; and (xi) Contemporaneously herewithOn or prior to the Execution Date, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and Closing Warrants and/or the Closing Pre-Funded Warrants and Closing Warrants, and, as to each Option Closing Date, if any, the applicable Option SharesShares and/or Option Warrants, which shares of Common Stock, Pre-Funded Warrants and Closing Warrants shall be delivered via The by certificates (in form and substance satisfactory to the Representative) representing the Closing Shares and Closing Warrants and/or the Closing Pre-Funded Warrants and Closing Warrants (or uncertificated through the full fast transfer facilities of the Depository Trust Company Deposit or Withdrawal at Custodian system (the “DTC”)) for the accounts account of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal Date and at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrantsduly executed and delivered legal opinion and negative assurance letter of Company Counsel as set forth in Exhibit A hereto, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts dated as of the several Underwriters; (iv) At the Closing Date, evidence and dated as of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to counsel to the RepresentativeUnderwriters; (viiic) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered certificate of the Chief Executive Officer of the Company as set forth in Exhibit B hereto, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (d) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor Auditors dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixe) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; (xf) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit D attached hereto; (g) On the Closing Date and substance reasonably satisfactory on each Option Closing Date, if any, a certificate of good standing from the Secretary of State of Delaware for the Company and a certificate of good standing for each subsidiary of the Company from the Secretary of State (or similar authority) in each respective jurisdiction of their organization, each dated as of such Closing Date or each Option Closing Date; (h) On or before the Execution Date, the Company’s officers, directors, and any record holder of 5% or more of the Company’s shares of Common Stock listed on Exhibit E attached hereto shall have delivered to the Representative; andRepresentative the Lock-Up Agreements in the form of Exhibit F attached hereto; (xii) Contemporaneously herewithOn the Closing Date and on each Option Closing Date, if any, the duly executed and delivered LockCertificate of the Company’s Chief Financial Officer, substantially in the form required by Exhibit G attached hereto; (j) On the Closing Date, the Company and the Transfer Agent shall execute and deliver the Warrant Agency Agreement for the Closing Warrants and the Closing Pre-Up AgreementsFunded Warrants in a form satisfactory to the Representative; (k) On the Closing Date, the Company shall have obtained CUSIP numbers for the Closing Warrants and Pre-Funded Warrants; and (l) Such other customary certificates or documents as the Underwriters and Underwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing A Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence the Closing B Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delawareseveral Underwriters; (v) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a warrant to purchase up to a number of shares of Common Stock equal to 7.0% of the Closing Shares, Pre-Funded Warrants and Option Shares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which warrant shall have an exercise price of $____, subject to adjustment as provided therein, and registered in the name of the Representative, otherwise on substantially the same terms as the Series A Warrants; (vi) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel, including including, without limitation, a negative assurance paragraphletter, from Company Counsel addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Officers’ Certificate, in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence and each Option Closing Date, if any, to the Representative only, a warrant to purchase up to a number of shares of Common Stock equal to 7.0% of the filing Closing Shares, Pre-Funded Warrants and acceptance Option Shares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Certificate Representative (or its designees), which warrant shall have an exercise price of Designation from $____, subject to adjustment as provided therein, and registered in the Secretary name of State of Delawarethe Representative, otherwise on substantially the same terms as the Closing Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel, including including, without limitation, a negative assurance paragraphletter, from Company Counsel addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viiivii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Officers’ Certificate, in the form and substance reasonably satisfactory to the Representative; (xix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option WarrantsWarrants in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to the Closing Date and, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwritersif any, each Option Closing Date; (iviii) At the Closing Date, evidence to the Representative only, a warrant to purchase up to a number of shares of Common Stock equal to 6.5% of the filing total number of Closing Shares and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At Closing Pre-Funded Warrants set forth on Schedule I hereof issued on the Closing Date, for the account of the Representative (or its designees), which Warrant Agency Agreement duly executed by shall have an exercise price of $ per share, subject to adjustment therein, and registered in the parties theretoname of the Representative, substantially in the form of Exhibit B attached hereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit D attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to Representative, a Warrant to purchase up to a number of shares of Common Stock equal to 8.0% of the applicable Closing Shares and Option WarrantsShares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for have an exercise price of $____, subject to adjustment therein, and registered in the accounts name of the several UnderwritersRepresentative, otherwise on the same terms as the Closing Warrants; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinionopinion including, including without limitation, a negative assurance paragraphletter, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiivi) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel in form and substance reasonably satisfactory to the Representative including, including without limitation, a negative assurance paragraphletter, addressed to the Underwriters; (iii) At the Closing Date, a legal opinion of IP Company Counsel addressed to the Underwriters, in form and substance satisfactory to the Representative and as to each Option Closing Date, if any, a bring-down opinion from IP Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiiv) At the Closing Date, a legal opinion of Regulatory Company Counsel addressed to the Underwriters, in form and substance satisfactory to the Representative and as to each Option Closing Date, if any, a bring-down opinion from Regulatory Company Counsel in form and substance reasonably satisfactory to the Representative; (v) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to the applicable Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 5.0% of the Closing Shares and Option WarrantsShares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for have an exercise price of $[____]2, subject to adjustment therein, and registered in the accounts name of the several UnderwritersRepresentative (the “Representative’s Warrant”), substantially in the form attached as Exhibit A; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiiii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including including, without limitation, a negative assurance paragraph, letter from Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to the Representative; (viiiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Special Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the RepresentativeRepresentative and Loeb, (ii) a legal opinion of Company BVI Counsel addressed to the Underwriters, in form and as substance reasonably satisfactory to the Representative and Loeb, (iii) a PRC Counsel opinion addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative and Loeb. As to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Special Counsel in form and substance reasonably satisfactory to the RepresentativeRepresentative and Loeb, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative and Loeb and bring down opinions of both BVI Counsel and PRC Counsel; (viiic) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixd) On the Closing Date and on each Option Closing Date, the duly executed and delivered Certificate of the Chief Executive Officer, in form and substance reasonably satisfactory to the Representative and Loeb, to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties of the Company contained herein were and are accurate in all material respects, except for such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state of facts existing at a time prior to the Closing Date and each Option Closing Date, that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed in all material respects and that all conditions set forth in Section 2.4 have been satisfied; (e) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the RepresentativeRepresentative and Loeb, certifying to, among others, the organizational documents and board resolutions relating to the Offering; (xf) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Chief Executive Officer Certificate, in the form and substance reasonably satisfactory to the RepresentativeRepresentative and Loeb, certifying to, among others, certain regulatory matters; (g) On the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate (executed by the Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors), in form and substance reasonably satisfactory to the Representative and Loeb, certifying to, among others, certain financial information for which the Company’s Auditor has not provided comfort; (h) On the Closing Date and on each and every Option Closing Date, a cash fee payable to the Representative equal to seven percent (7%) of the aggregate gross proceeds raised in the Offering; and (xii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to the applicable Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 7.0% of the Closing Shares and Option WarrantsShares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $14.375, subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Closing Warrants (provided however the number of warrants to be issued to the Representative shall be delivered via The Depository Trust equal to 4.0% of such Closing Shares and Option Shares issued to Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersIntroduced Investors); (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viia) At the Closing Date, a legal opinion of Company US Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representativeof Exhibit A-1 attached hereto, and (b) as to each Option Closing Date, if any, a bring-down opinionopinion including, including without limitation, a negative assurance paragraphletter, from Company US Counsel substantially in the form of Exhibit A-2 attached hereto, (c) at the Closing Date and substance reasonably satisfactory each Option Closing Date, if any, a legal opinion of Company Australia Counsel, including, without limitation, a negative assurance letter, addressed to the RepresentativeUnderwriters substantially in the form of Exhibit A-3 attached hereto, and (d) at the Closing Date and each Option Closing Date, if any, a legal opinion of Company Israeli Counsel, addressed to the Underwriters substantially in the form of Exhibit A-4 attached hereto; (viiivi) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel addressed to the Underwriters, including including, without limitation, a negative assurance paragraph, from Company Counsel letter in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-1 attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-2 attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares Securities and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesSecurities, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At On the Closing Date, the Closing Warrants and, as to Date and each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the customary form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Company Counsel; (c) On the Execution Date, if anya cold comfort letter, a bring-down opiniondated as of the Execution Date, including a negative assurance paragraph, from Company Counsel addressed to the Underwriters and in customary form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor datedand from L&W, respectively, as of the date of this Agreement and a customary bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixd) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the customary form and substance reasonably satisfactory to the Representative; (xe) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the customary form and substance reasonably satisfactory to the Representative; and (xif) Contemporaneously herewithOn the Execution Date, the duly executed and delivered Lock-Up Agreements. (g) On the Closing Date, duly executed and delivered copies of the warrant agency agreement regarding the Class A Warrants (the “Class A Warrant Agency Agreement”) the warrant agency agreement regarding the Class B Warrants (the “Class B Warrant Agency Agreement”), each dated as of the date of this Agreement and by and between the Company and Transfer Online, Inc., as Warrant Agent.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, (including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory letter or statement) addressed to the Representative, Underwriters and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions and assurances from Company Counsel Counsel, in each case in form and substance reasonably satisfactory to the RepresentativeRepresentative Counsel; (viiic) Contemporaneously herewithwith the execution hereof, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative Counsel from the Company Auditor dated, respectively, dated as of the date of this Agreement Agreement, and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixd) On the Closing Date and on each Option Closing Date, the if any, a duly executed and delivered Officer’s Certificate, in the customary form and substance reasonably satisfactory to the RepresentativeRepresentative Counsel; (xe) On the Closing Date and on each Option Closing Date, the if any, a duly executed and delivered Secretary’s Certificate, in the customary form and substance reasonably satisfactory to the Representative; andRepresentative Counsel; (xif) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; (g) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinions (addressed to the Underwriters) of Company Counsel, counsel(s) for the Company with respect to certain intellectual property matters dated as of the Closing Date and each Option Closing Date, if any, and in form and substance reasonably satisfactory to Representative Counsel; and (h) Such other certificates, opinions or documents as the Underwriters and Representative Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, evidence legal opinions of Company Counsel addressed to the filing Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit B-1 attached hereto and acceptance as to the Closing Date and as to each Option Closing Date, if any, bring-down opinions from Company Counsel in form and substance reasonably satisfactory to counsel for the Representative and, with respect to the Subsidiaries, the favorable opinions of foreign legal counsel to the Certificate of Designation from Company, including, without limitation, a negative assurance letter, addressed to the Secretary of State of DelawareUnderwriters and in form and substance satisfactory to counsel for the Representative; (vd) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vie) At On the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representative, and as to on each Option Closing Date, if anythe duly executed and delivered FDA Representation Letter Certificate, a bring-down opinion, including a negative assurance paragraph, from Company Counsel substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-2 attached hereto; (viiif) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C-1 attached hereto; (xh) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representative; andrequired by Exhibit C-2 attached hereto; (xii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; (j) At the Closing Date and at each Option Closing Date, the duly executed and delivered opinion (addressed to the Underwriters) of Entralta P.C., counsel for the Company with respect to certain intellectual property matters, dated as of the Closing Date and each Option Closing Date, if any, and in form and substance satisfactory to counsel for the Representative; (k) Contemporaneously herewith, a certificate executed by the Board of Directors or a representative thereof indicating that upon receipt of the proceeds from the Closing Securities at Closing, the transactions contemplated by the OPKO Agreement and Hesperix Agreement shall close; and (l) Such other certificates, opinions or documents as the Underwriters and Underwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vc) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vid) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, (including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory letter or statement) addressed to the RepresentativeUnderwriters, and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions and assurances from Company Counsel Counsel, in each case in form and substance reasonably satisfactory to the RepresentativeEGS; e) At the Closing Date, legal opinion of Israeli Counsel (viiiincluding, without limitation, a negative assurance letter or statement) addressed to the Underwriters, and as to the Closing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from Israeli Counsel, in each case in form and substance reasonably satisfactory to EGS; f) At the Closing Date, legal opinion of IP Counsel (including, without limitation, a negative assurance letter or statement) addressed to the Underwriters, and as to the Closing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from IP Counsel, in each case in form and substance reasonably satisfactory to EGS; g) Contemporaneously herewithwith the execution hereof, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative EGS, from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixh) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officer’s Certificate, in the customary form and substance reasonably satisfactory to the RepresentativeRepresentatives; (xi) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in the customary form and substance reasonably satisfactory to the Representative; andRepresentatives; (xij) On the Closing Date and on each Option Closing Date, a duly executed Chief Financial Officer’s Certificate, in customary form and substance reasonably satisfactory to the Representatives; k) On the Closing Date and on each Option Closing Date, a duly executed Chief [Regulatory] Officer’s Certificate, in customary form and substance reasonably satisfactory to the Representatives; l) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and m) Such other certificates, opinions or documents as the Underwriters and EGS may have reasonably requested in writing in advance of the Closing (including good standing or similar certificates for the Company and its Subsidiaries).

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to the applicable Representative only, an unregistered warrant (the “Representative Warrant”) to purchase up to a number of shares of Common Stock equal to 5.0% of the Closing Shares and Option WarrantsShares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Representative Warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for have an exercise price of $4.875, subject to adjustment therein, and registered in the accounts name of the several UnderwritersRepresentative, otherwise on substantially the same terms as the Closing Warrants; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit A attached hereto and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivi) Contemporaneously herewithAt the Closing Date, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representative;required by Exhibit B attached hereto; and (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreementsrequired by Exhibit C attached hereto.

Deliveries. The Company shall deliver or cause to be delivered to the Representative or each Underwriter (if applicableas the case may be) the following: (i) At the Closing Date, the Closing Firm Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters as directed by the Representative; (ii) At the Closing Date and on each Option Closing Date, to the Representative or its permitted designees, a Common Stock purchase warrant (the “Representative’s Warrant”) to purchase up to a number of shares of Common Stock (the “Representative’s Warrant Shares”) equal to three percent (3%) of the Firm Shares or Option Shares (as the case may be) issued on the Closing Date or an Option Closing Date, which Representative’s Warrant shall have an exercise price of $[ ], subject to adjustment therein. (iii) At the Closing Date, the Closing Warrants and, as to Date and each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory acceptable to the Representative; (viiiiv) Contemporaneously herewithAt the Closing Date and each Option Closing Date, a legal opinion of Company Counsel, regulatory counsel to the Company, addressed to the Underwriters, in form and substance reasonably acceptable to the Representative; (v) At the Closing Date and each Option Closing Date, legal opinions of intellectual property counsel to the Company, addressed to the Underwriters, in form and substance reasonably acceptable to the Representative; (vi) As of the Execution Date, a “cold comfort comfort” letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officer’s Certificate, in the a form and substance reasonably satisfactory acceptable to the Representative;; and (xviii) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in the a form and substance reasonably satisfactory acceptable to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At On the Closing Date, the Closing Warrants and, as to Date and each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in customary form and substance reasonably satisfactory to the Representative; (viiic) Contemporaneously herewithOn the Execution Date, a cold comfort letter, dated as of the Execution Date, addressed to the Underwriters and in customary form and substance reasonably satisfactory in all respects to the Representative from each of the Company Auditor datedAuditors, respectively, as of the date of this Agreement and a customary bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixd) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Officers’ Certificate, in the customary form and substance reasonably satisfactory to the Representative; (xe) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the customary form and substance reasonably satisfactory to the Representative; and (xif) Contemporaneously herewithOn or before the Execution Date, the duly executed and delivered Lock-Up AgreementsAgreements from each of the Company’s officers and directors. (g) On the Closing Date, duly executed and delivered copies of the warrant agency agreement regarding the Series A Warrants (the “Series A Warrant Agency Agreement”) and the warrant agency agreement regarding the Series B Warrants (the “Series B Warrant Agency Agreement”), each dated as of the date of this Agreement and by and between the Company and Direct Transfer, LLC, as Warrant Agent. (h) Pre-funded Warrant Certificates. On each of the Closing Date and any Option Closing Date, the Company shall have delivered to the Representative executed copies of the Pre-funded Warrant Certificates.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to the applicable Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to ___% of the Closing Securities and Option WarrantsSecurities issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for have an exercise price of $____, subject to adjustment therein, and registered in the accounts name of the several UnderwritersRepresentative, otherwise on substantially the same terms as the Closing Warrants; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion including, including without limitation, a negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative, and at the Closing Date and each Option Closing Date, if any, a legal opinion of Company IP Counsel, addressed to the Underwriters in form and substance reasonably satisfactory to the Representative; (viiivi) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.