Common use of Deliveries Clause in Contracts

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materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the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

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to the eighth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision eighth sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Company’s Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable), registered in the name of such Purchaser; (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [___]% of the sum of such Purchaser’s Shares and Pre-Funded Warrants, if applicable, with an exercise price equal to $[_____], subject to adjustment therein, via The Depository Trust Company Deposit or Withdrawal at Custodian system; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vvii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein;; and (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) a Series A-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and, if applicable, the Warrant Shares underlying such Purchaser’s Pre-Funded Warrants on the date hereof, with an exercise price equal to $___, subject to adjustment therein; (vi) a Series A-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and, if applicable, the Warrant Shares underlying such Purchaser’s Pre-Funded Warrants on the date hereof, with an exercise price equal to $___, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.01, with an exercise price equal to $0.01, subject to adjustment therein; (vviii) on the date hereof, the duly executed Lock-Up Agreements; and (ix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in substantially the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit D attached hereto; (iii) subject to the provision a certificate evidencing a number of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Preferred Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceStated Value, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 40% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Closing Price, with an exercise price equal to $1.2158, subject to adjustment therein; (v) the Preliminary Prospectus written agreement, in the form of Exhibit E attached hereto, of all of the officers and directors holding at least 250,000 shares of Common Stock and voting Common Stock Equivalents (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Prospectus Common Stock that occur after the date of this Agreement) and shareholders holding more than 10% of the issued and outstanding shares of Common Stock on the date hereof to vote all Common Stock over which such Persons have voting control as of the record date for the meeting of shareholders of the Company in favor of Shareholder Approval (which may be delivered in accordance with Rule 172 under the Securities Act“Voting Agreement”);; and (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate Registration Rights Agreement duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed Subscription Amount by such Purchaserwire transfer to the Company; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common A-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares on the date hereof, with an exercise price equal to $2.10 [●] per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common A-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares on the date hereof, with an exercise price equal to $2.10 [●] per shareshare of Common Stock, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Preliminary Prospectus and the PurchasersProspectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, directed to the Placement Agents and the Purchasers, in form and substance reasonably acceptable to the Placement Agents and the Purchasers; (iii) subject to the fourth sentence of Section 2.1, the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision fourth sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A B-1 Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or the Pre-Funded Warrants, as if applicable, with an exercise price equal to $2.10 per share[•], subject to adjustment therein; (vii) a Series B B-2 Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or the Pre-Funded Warrants, as if applicable, with an exercise price equal to $2.10 per share[•], subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; (ix) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agents; (x) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agents; and (xvxi) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Preliminary Prospectus and the PurchasersProspectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP settlement with the Company or its designeesdesignee. (c) At the time this Agreement is executed, the Placement Agents shall have received from the Auditor a cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, or any Issuer Free Writing Prospectus, addressed to the Placement Agents and in form and substance reasonably satisfactory to the Placement Agents, dated as of the date of this Agreement. (d) On the Closing Date, the Placement Agents shall have received from the Auditor a letter, dated as of the Closing Date, to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to Section 2.2(c).

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel in form and substance reasonably satisfactory to the Placement Agent; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Prefunded Warrants, if applicable); (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares, with an exercise price equal to $_____, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vvii) on the date hereof, the duly executed Lock-Up Agreements; and (viii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit B attached hereto; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a Pre-Funded Series C Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of difference between (A) such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price and (B) the number of Shares otherwise issuable to such Purchaser that would cause such Purchaser’s Beneficial Ownership to be more than 9.99% of the Per Pre-Funded Warrant Purchase Priceissued and outstanding shares of Common Stock, with an exercise price of $0.001 per share, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Pre-Funded WarrantsShares and such Purchaser’s Series C Warrant Shares, as applicableif any, with an exercise price equal to $2.10 per share0.07, subject to adjustment therein; (viivi) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Pre-Funded WarrantsShares and such Purchaser’s Series C Warrant Shares, as applicableif any, with an exercise price equal to $2.10 per share0.08, subject to adjustment therein; (viiivii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects provided each Purchaser with the covenantsEscrow Agent’s wire instructions, agreements on Company letterhead and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up AgreementsOfficer; and (xvviii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and Registration Rights Agreement duly executed by the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicableEscrow Agent, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed Subscription Amount by such Purchaserwire transfer to the account specified in the Escrow Agreement; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants Units pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Common Stock Unit Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Units and Pre-Funded Warrants, as applicableCommon Stock Units on the date hereof, with an exercise price equal to $2.10 ___ per shareshare of Common Stock, subject to adjustment therein;; and (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Series B Units equal to 100% of the sum of such Purchaser’s shares of Common Stock or Units and Pre-Funded Warrants, as applicableCommon Stock Units on the date hereof, with an exercise price equal to $2.10 ___ per shareshare of Common Stock, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Preliminary Prospectus and the PurchasersProspectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Common Stock Units issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision penultimate sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such each Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vvi) a signed Series A-1 Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the Purchaser’s Shares, with an exercise price equal to $[●], subject to adjustment therein; (vii) a signed Series A-2 Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the Purchaser’s Shares, with an exercise price equal to $[●], subject to adjustment therein (viii) Lock-Up Agreements executed by each executive officer and director of the Company; (ix) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; (x) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; and (xi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchasers aggregate exercise price of the Securities purchased by Pre-Funded Warrants, which amounts shall be paid as and when such PurchaserPre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of each Company Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iii) a legal opinion of Intellectual Property Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Common Unit Purchase Price, registered in the name of such Purchaser; (ivvi) A Class C Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares (or Pre-Funded Warrant Shares), with an exercise price equal to $____ , subject to adjustment therein; (vii) a Class D Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Shares (or Pre-Funded Warrant Shares), with an exercise price equal to $_____, subject to adjustment therein; (viii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Unit Purchase Price, with an exercise price equal to $0.0001 subject to adjustment therein; (vix) the duly executed Warrant Agency Agreement; (x) on the date hereof, the duly executed Lock-Up Agreements; and (xi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit F attached hereto; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Debenture equal to the portion of such Purchaser’s Debenture Subscription Amount divided by the Per Share Purchase PriceAmount, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Series E-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 50% of such Purchaser’s Subscription Amount applicable Conversion Shares and Series E-7 Warrant Shares, with an exercise price equal to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price$1.05, subject to adjustment therein; (v) a Series E-2 Warrant registered in the Preliminary Prospectus name of such Purchaser to purchase up to a number of shares of Common Stock equal to 25% of such Purchaser’s Conversion Shares and the Prospectus (which may be delivered in accordance Series E-7 Warrant Shares, with Rule 172 under the Securities Act)an exercise price equal to $1.30, subject to adjustment therein; (vi) a Series A Common E-4 “Greenshoe” Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableConversion Shares and Series E-7 Warrant Shares, with an exercise price equal to $2.10 per share1.01, subject to adjustment therein; (vii) a Series B Common E-5 “Vesting” Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10050% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicablethe Warrant Shares underlying the Series E-4 Warrant, with an exercise price equal to $2.10 per share1.05, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of Series E-6 “Vesting” Warrant registered in the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as name of such specific date) Purchaser to purchase up to a number of shares of Common Stock equal to 25% of such Purchaser’s Conversion Shares and the Company shall have performedSeries E-7 Warrant Shares, satisfied and complied in all respects with the covenantsan exercise price equal to $1.30, agreements and conditions required subject to be performed, satisfied or complied with by the Company at or prior to the Closing Dateadjustment therein; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for Series E-7 “Pre-Paid” Warrant registered offerings of securities in the United States dated as name of the date of this Agreement and as of the Closing Date, respectively, and addressed such Purchaser to the Placement Agent, and in form and substance satisfactory purchase up to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on equal to such Purchaser’s Warrant Subscription Amount divided by the Closing Date immediately prior Conversion Price, less $0.01, with an exercise price equal to $0.01, subject to adjustment therein; (x) the Closing Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the “Transfer Agent Letter”Securities Act); (xi) the Registration Rights Agreement duly executed by the Company. (xii) the Voting Agreements; (xiii) the Subsidiary Guarantee, duly executed by the parties thereto; and (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, Registration Rights Agreement duly executed by such Purchaser; and (iii) such Purchaser’s aggregate Subscription Amount with respect by wire transfer to the Securities purchased account specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares on the date hereof, with an exercise price equal to $2.10 ____ per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvviii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Preliminary Prospectus and the PurchasersProspectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to the fourth sentence of Section 2.1, the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision fourth sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable), registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares Shares and Warrant Shares initially issuable upon exercise of Common Stock or the Pre-Funded Warrants, as if applicable, with an exercise price equal to $2.10 per sharethe Per Share Purchase Price, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvviii) a legal opinion of Company Counsel, the Prospectus and Prospectus Supplement (which may be delivered in form reasonably acceptable to accordance with Rule 172 under the Placement Agent and the PurchasersSecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to the fourth sentence of Section 2.1, the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision fourth sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.01, with an exercise price equal to $0.01, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or the Pre-Funded Warrants, as if applicable, with an exercise price equal to $2.10 per share0.86, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or the Pre-Funded Warrants, as if applicable, with an exercise price equal to $2.10 per share0.86, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvix) a legal opinion of Company Counsel, the Prospectus and Prospectus Supplement (which may be delivered in form reasonably acceptable to accordance with Rule 172 under the Placement Agent and the PurchasersSecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel and legal opinion of special intellectual property counsel, each, in a form reasonably acceptable to the Placement Agent; (iii) subject to the penultimate sentence of Section 2.1(a), the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision penultimate sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1(a), a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) an originally signed Series C Common Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Pre-Funded Warrant Shares with an exercise price equal to $3.26 subject to adjustment as set forth therein; (vi) an originally signed Series D Common Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Pre-Funded Warrant Shares with an exercise price equal to $3.26 subject to adjustment as set forth therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicablePrice minus $0.0001, with an exercise price equal to $2.10 per share0.0001, but can be less than par value, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrants, with an exercise price equal to $0.885, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein;; and (vvii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in form and substance satisfactory to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) a Series C Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares plus Prefunded Warrant Shares initially issuable upon the exercise of the Prefunded Warrants, if applicable, with an exercise price equal to $0.32, subject to adjustment therein; (vi) a Series D Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares plus Prefunded Warrant Shares initially issuable upon the exercise of the Prefunded Warrants, if applicable, with an exercise price equal to $0.32, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein;; and (vviii) on the date hereof, the duly executed Lock-Up Agreements; and (ix) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchaser’s aggregate exercise price of the Securities purchased by Prefunded Warrants, which amounts shall be paid if and when such PurchaserPrefunded Warrants are exercised for cash), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as specified below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $0.80 per share of Common Stock, subject to adjustment therein; (vi) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (vvii) on the date hereof, the duly executed Lock-Up Agreements; and (viii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser or Escrow Agent, as applicable, the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Company’s wire instructionsPlacement Agent and the Purchasers, on Company letterhead in a form reasonably acceptable to the Placement Agent and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, to each Purchaser a certificate evidencing the a number of Common Stock Shares subscribed for by such Purchaser equal to the portion of such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PricePrice minus $0.0005, with an exercise price equal to $0.0005, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Stock Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share[_____], subject to adjustment therein; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment thereinSupport Agreements duly executed by the Company and the stockholders party thereto; (viii) a certificate the Registration Rights Agreement duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date;; and (ix) a certificate to the Escrow Agent, the Escrow Agreement duly executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicableEscrow Agent, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed Subscription Amount by such Purchaserwire transfer to the account specified in the Escrow Agreement; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by form of Exhibit G attached hereto with respect to the Company’s Chief Executive Officer or Chief Financial OfficerSecurities to be issued at such Closing; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares (“DWAC”) a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1the Voting Agreement, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided duly executed by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment thereinparties thereto; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableShares, with an exercise price equal to $2.10 per share0.47, subject to adjustment therein; (viivi) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableShares, with an exercise price equal to $2.10 per share0.47, subject to adjustment therein; (vii) a Series C Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $0.47, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date;Securities Act); and (ix) a certificate the Registration Rights Agreement duly executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicableEscrow Agent, an executed counterpart of such Purchaser’s Warrant AmendmentSubscription Amount, duly executed by such Purchaserwire transfer to the account specified in the Escrow Agreement; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or and Pre-Funded Warrants, as applicableWarrants on the date hereof, with an exercise price equal to $2.10 0.461 per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or and Pre-Funded Warrants, as applicableWarrants on the date hereof, with an exercise price equal to $2.10 0.461 per shareshare of Common Stock, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Prospectus and the PurchasersProspectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company (“DTC”) Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) ADSs equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase PricePrice (minus the number of ADSs issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser or such DTC Participant as shall be specified by such Purchaser for such Purchaser’s account; (iii) an Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 50% of the aggregate number of the ADSs issued to such Purchaser and ADSs issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable, being purchased by such Purchaser on the Closing Date, with an exercise price equal to $0.59 per ADS, subject to adjustment therein; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant divided by the Per ADS Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (v) with respect to Purchasers, the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name legal opinion of Company U.S. Counsel and Company Israeli Counsel, each addressed to such Purchaser and each in form and substance reasonably acceptable to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein;; and (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Companycertificate, dated as of the Closing Date, certifying that each Date and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by signed on the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed behalf by the Chief Executive Officer or Chief Financial Officer of the Company in form and substance satisfactory Company, to the Placement Agent; (xiiieffect that the conditions set forth in Sections 2.3(b)(i), 2.3(b)(ii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xivand 2.3(b)(v) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasersare satisfied. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant AmendmentSubscription Amount (minus, duly executed by if applicable, such Purchaser’s aggregate exercise price under the Pre-Funded Warrant, which amount shall be paid as and when such Pre-Funded Warrant is exercised), by wire transfer to the bank account of the Company, the details of which bank account the Company shall have communicated to such Purchaser in writing at least two (2) Business Days prior to the Closing Date; and (iii) such Purchaser’s Subscription Amount with respect to a certificate, dated as of the Securities purchased Closing Date and signed by such Purchaser, which shall be made available for DVP settlement to the effect that the conditions set forth in Sections 2.3(a)(i) and 2.3(a)(ii) are satisfied with the Company or its designeesrespect to such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (iii) a file stamped copy of the Certificate of Designation, as filed with the Secretary of State of the State of Delaware; (iv) Series A Warrants registered in the name of such Purchaser to purchase up to a number of shares of Series B Preferred Stock equal to 0.001% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares; (v) Series B Warrants registered in the name of such Purchaser to purchase up to a number of shares of Series B Preferred Stock equal to 0.001% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vvii) a legal opinion of Company Counsel and a legal opinion of the Company’s intellectual property counsel, each in a form reasonably acceptable to the Placement Agent; ​ ​ ​ (viii) a good standing certificate or its equivalent of the Company and each of its Subsidiaries in each such entity’s jurisdiction of incorporation or formation issued by the relevant competent state or local government authority or registrar of companies or entities as applicable, dated as of a date within ten (10) days of the Closing Date; (ix) a certificate executed by the Chief Executive Officer of the Company, substantially in the form of Exhibit E; (x) a certificate executed by the Secretary of the Company, substantially in the form of Exhibit F; (xi) Lock-up Agreements, in form and substance reasonably acceptable to the Placement Agent, executed by the Company and each officer, director and greater than ten percent (10%) stockholders of the Company; (xii) the Preliminary Prospectus Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (xiii) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchasers aggregate exercise price of the Securities purchased by Pre-Funded Warrants, which amounts shall be paid as and when such PurchaserPre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Company’s wire instructionsPlacement Agent and the Purchasers, on Company letterhead in form and executed by substance reasonably acceptable to the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent and Purchasers; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, evidence of Common Stock the issuance of a number of Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, Price as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser; (iv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of the sum of the Per such Purchaser’s Shares and Pre-Funded Warrant Purchase PriceShares initially issuable upon exercise of such Purchaser’s Pre-Funded Warrants, with an exercise price equal to $[_____, subject to adjustment therein; 8 (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vvii) the Lock-Up Agreements; (viii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) ADSs equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Series G Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of shares ADSs equal to 100% of Common Stock the sum of such Purchaser’s ADSs and, if applicable, the Warrant ADSs underlying such Purchaser’s Prefunded Warrants on the date hereof, with an exercise price equal to £_____, subject to adjustment therein; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the sum of the Per Pre-Funded Warrant ADS Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein;; and (vvi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Prefunded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to A.G.P.; (iii) subject to the penultimate sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision penultimate sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (DWAC) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.12.1 (if any), a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants (if any) divided by the sum of the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (vvi) an originally signed Warrant registered in the Preliminary Prospectus name of such Purchaser to purchase up to the number of shares of Common Stock equal to 100% of the number of Shares (and Pre-Funded Warrant Shares, if any) being purchased by such Purchaser as reflected on the signature page hereto with an exercise price equal to $0.75, subject to adjustment as set forth therein; (vii) Lock-up Agreements, in form and substance reasonably acceptable to the Purchasers, executed by each executive officer and director of the Company; (viii) Officer’s Certificate, in form and substance satisfactory to A.G.P. (ix) Secretary’s Certificate, in form and substance satisfactory to A.G.P.; and (x) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable), registered in the name of such Purchaser; (ivv) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrants on the date hereof, with an exercise price equal to $0.57, subject to adjustment therein; (vi) a Series B Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrants on the date hereof, with an exercise price equal to $0.57, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per such Pre-Funded Warrant divided by the Per Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (vviii) on the date hereof, the duly executed Lock-Up Agreements; and (ix) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of Company Utah Counsel and Company Securities Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common A-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares on the date hereof, with an exercise price equal to $2.10 ____ per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common A-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares on the date hereof, with an exercise price equal to $2.10 ____ per shareshare of Common Stock, subject to adjustment therein;; and (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Preliminary Prospectus and the PurchasersProspectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel and legal opinion(s) of special intellectual property counsel, each, in a form reasonably acceptable to the Placement Agent; (iii) subject to the penultimate sentence of Section 2.1(a), the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision penultimate sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1(a), a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price, registered in the name of such Purchaser; (ivv) an originally signed Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Pre-Funded Warrant Shares with an exercise price equal to $____ subject to adjustment as set forth therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Pre-Funded Warrant Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Unit Subscription Amount divided by the sum of the Per Pre-Funded Warrant Unit Purchase PricePrice plus the exercise price equal to $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein. (vii) Lock-up Agreements, in form and substance reasonably acceptable to the Purchasers, executed by each officer and director of the Company; (vviii) a fully-executed Warrant Agency Agreement; and (ix) the Preliminary Prospectus and the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of last sentence in Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to ADSs divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares represented by ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PricePrice and an exercise price equal to $0.0001, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A D Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares represented by ADSs equal to 100% of such Purchaser’s shares of Common Stock Ordinary Shares represented by ADSs or Pre-Funded Warrants, as applicable, with an exercise price per ADS equal to $2.10 per share$ , subject to adjustment therein; (vii) a Series B E Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares represented by ADSs equal to 100% of such Purchaser’s shares of Common Stock Ordinary Shares represented by ADSs or Pre-Funded Warrants, as applicable, with an exercise price per ADS equal to $2.10 per share$ , subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and; (xvix) a legal opinion of Company U.S. Counsel, in form reasonably acceptable to the Placement Agent Agent; (x) a legal opinion of Company Israeli Counsel, in form reasonably acceptable to the Placement Agent; (xi) an Officer’s Certificate, in form and substance reasonably satisfactory to the PurchasersPlacement Agent; and (xii) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount paid at the Closing divided by the Per Share Unit Purchase Price, registered in the name of such the Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a Pre-Funded Warrant registered in the name of such each Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Unit Purchase Price; (vi) a Class 1 Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the Purchaser’s Shares purchased at the Closing, rounded down to the nearest whole share, as set forth on such Purchaser’s signature page hereto, with an exercise price equal to $1.0200, subject to adjustment therein; (vvii) a Class 2 Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the Purchaser’s Shares purchased at the Closing, rounded down to the nearest whole share, as set forth on such Purchaser’s signature page hereto, with an exercise price equal to $1.0200, subject to adjustment therein; (viii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Companyan Officer’s Certificate, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance reasonably satisfactory to the Placement Agent; (xiiix) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior Secretary’s Certificate, in form and substance reasonably satisfactory to the Closing (the “Transfer Agent Letter”)Placement Agent; (xivxi) the duly executed Lock-Up AgreementsAgreements duly executed by each executive officer and director of the Company; and (xvxii) a legal opinion of the executed voting support agreement between the Company Counsel, and ICE in the form reasonably acceptable to attached hereto as Exhibit D (the Placement Agent and the Purchasers“Voting Support Agreement”). (b) On or prior to the Closing Date, each Purchaser (except as noted below) shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser;▇▇▇▇▇▇▇▇▇; and (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with in respect to of the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to the penultimate sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision penultimate sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $_____, subject to adjustment therein; (vi) a Series B Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $_____, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vviii) on the date hereof, the duly executed Lock-Up Agreements; and (ix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver deliver, or cause to be delivered delivered, to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.001, with an exercise price equal to $0. 001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares on the date hereof, with an exercise price equal to $2.10 ____ per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares on the date hereof, with an exercise price equal to $2.10 ____ per shareshare of Common Stock, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Preliminary Prospectus and the PurchasersProspectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel directed to the Purchasers and the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Prefunded Warrant, if applicable), registered in the name of such Purchaser; (ivv) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares on the date hereof, with an exercise price equal to $____, subject to adjustment therein; (vi) a Series B Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares on the date hereof, with an exercise price equal to $____, subject to adjustment therein; (vii) if applicable, for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vviii) on the date hereof, the duly executed Lock-Up Agreements; and (ix) the Preliminary Pricing Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Prefunded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of Company BVI Counsel and Company U.S. Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of Ordinary Shares issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (ivv) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $___, subject to adjustment therein; (vi) a Series B Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $___, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vviii) on the Preliminary Prospectus and date hereof, the Lock-Up Agreements; and (ix) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchaser’s aggregate exercise price of the Securities purchased by Pre-Funded Warrants, which amounts shall be paid as and when such PurchaserPre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price, registered in the name of such Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Units, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Unit Subscription Amount divided by the sum of the Per Pre-Funded Unit Purchase Price, with an exercise price equal to $0.01, subject to adjustment therein (such Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which certificate may be delivered in accordance with Rule 172 under within three Trading Days of the Securities ActClosing Date); (vi) a such number of Series A Common Warrant Purchase Warrants registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or the Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share2.25, subject to adjustment therein;therein (such Warrant may be delivered within two Trading Days after the Closing Date) (vii) a such number of Series B Common Warrant Purchase Warrants registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10050% of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or the Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share1.84, subject to adjustment therein;therein (such Warrant may be delivered within two Trading Days after the Closing Date); and (viii) a certificate duly executed by a an executive officer of the Company, dated as of Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”Securities Act); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel (including, without limitation, a negative assurance letter) and a legal opinion of M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP on all intellectual property matters, each in a form satisfactory to the Company’s wire instructionsPlacement Agent and each Purchaser that agreed to purchase, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officertogether with its affiliates, at least $250,000 of Shares; (iii) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from WithumSmith+B▇▇▇▇, PC; (iv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) for each a Warrant in the form of Exhibit A attached hereto registered in the name of such Purchaser to purchase up to a number of Pre-Funded Warrants pursuant shares of Common Stock equal to Section 2.1100% of such Purchaser’s Shares, a with an exercise price equal to $1.14, subject to adjustment therein; (vi) an Unregistered Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Unregistered Pre-Funded Warrant divided by the Per Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vvii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) for each Purchaser of Registered Pre-Funded Warrants pursuant to Section 2.1, a Series A Common Registered Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% the portion of such Purchaser’s shares of Common Stock or Subscription Amount applicable to the Registered Pre-Funded Warrants, as applicableWarrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $2.10 per share0.001, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein;; and (viii) a certificate duly executed by a an executive officer of the Company, dated as of Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”Securities Act); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (ivv) on the Stockholder Approval Date, a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $2.12, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein;; and (vvii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel in a form reasonably acceptable to the Placement Agent; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such the Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a Pre-Funded Warrant registered in the name of such each Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such difference between (A) the Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PricePrice and (B) the number of Shares otherwise issuable to each Purchaser that would cause the Purchaser’s beneficial ownership of Common Stock to be more than the Beneficial Ownership Limitation with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (vvi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vivii) a Series A Common Warrant registered in the name of such each Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such the Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableShares, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share1.10, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the CompanyOfficer’s Certificate, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance reasonably satisfactory to the Placement Agent; (xiiiix) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior Secretary’s Certificate, in form and substance reasonably satisfactory to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up AgreementsPlacement Agent; and (xvx) a legal opinion the Lock-Up Agreements duly executed by each executive officer and director of Company Counsel, in form reasonably acceptable to the Placement Agent and the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser;P▇▇▇▇▇▇▇▇; and (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably satisfactory to A.G.P.; (iii) a certificate executed by the Chief Executive Officer of the Company, in form and substance reasonably satisfactory to A.G.P.; (iv) subject to the penultimate sentence of Section 2.1(a), the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiv) subject to the provision penultimate sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1(a), a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivvi) for each an originally signed Common Warrant registered in the name of such Purchaser to purchase up to the number of Pre-Funded Warrants pursuant shares of Common Stock equal to Section 2.1100% of such Purchaser’s Shares with an exercise price equal to $0.2554, a subject to adjustment as set forth therein; (vii) if applicable, an originally signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of difference between (A) such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, subject to adjustment therein; Price and (vB) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name number of Shares otherwise issuable to such Purchaser to purchase up to a number of shares that would cause such Purchaser’s beneficial ownership of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, be more than the Beneficial Ownership Limitation with an exercise price equal to $2.10 0.0001 per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (iii) a legal opinion of Cayman Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (iv) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Series A Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of shares Ordinary Shares equal to 75% of Common Stock such Purchaser’s Shares and Prefunded Warrants, with an exercise price of $4.25, subject to adjustment therein; (vii) a Series B Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 125% of such Purchaser’s Shares and Prefunded Warrants, with an exercise price equal to the lower of (i) $[•], and (ii) from and after the Shareholder Approval Date, $4.25, the Per Share Purchase Price, subject to adjustment therein; (viii) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, with an exercise price equal to $0.001, subject to adjustment therein; (vix) on the date hereof, the duly executed Lock-Up Agreements; and (x) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share and Accompanying Common Warrant Purchase Price, registered in the name of such Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Share and Accompanying Common Warrant Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or such Purchaser’s Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share$ , subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or such Purchaser’s Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share$ , subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvix) a legal opinion of Company Counsel, the Preliminary Prospectus and Prospectus (which may be delivered in form reasonably acceptable to accordance with Rule 172 under the Placement Agent and the PurchasersSecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee with respect to the Shares.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) ADSs equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Series H Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of shares ADSs equal to 100% of Common Stock the sum of such Purchaser’s ADSs and, if applicable, the Warrant ADSs underlying such Purchaser’s Prefunded Warrants on the date hereof, with an exercise price equal to £_____, subject to adjustment therein; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the sum of the Per Pre-Funded Warrant ADS Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein;; and (vvi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Prefunded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit B attached hereto; (iii) subject to the provision a certificate evidencing a number of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Series B-3 Preferred Stock equal to the portion 91.07% of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceStated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Series B-3 Certificate of Designation from the Secretary of State of Delaware; (iv) for each a certificate evidencing a number of shares of Series B-4 Preferred Stock equal to 8.93% of such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser and evidence of Pre-Funded Warrants pursuant to Section 2.1, the filing and acceptance of the Series B-4 Certificate of Designation from the Secretary of State of Delaware; (v) a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum initial Conversion Price, with an exercise price equal to $1.05 and with five year term of exercise from the Per Pre-Funded Warrant Purchase Priceinitial date of exercise, subject to adjustment therein; therein (v) the Preliminary Prospectus and the Prospectus (which such Warrant certificate may be delivered in accordance with Rule 172 under within three Trading Days of the Securities ActClosing Date); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10050% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableSubscription Amount divided by the initial Conversion Price, with an exercise price equal to $2.10 per share1.05 and with two year term of exercise from the initial date of exercise, subject to adjustment thereintherein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Voting Agreements; and (xvviii) a legal opinion of Company Counsel, the Prospectus and Prospectus Supplement (which may be delivered in form reasonably acceptable to accordance with Rule 172 under the Placement Agent and the PurchasersSecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) to the extent applicableEscrow Agent, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with account as specified in the Company or its designeesEscrow Agreement.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of each Company Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iii) a legal opinion of Intellectual Property Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Common Unit Purchase Price, registered in the name of such Purchaser; (ivvi) A Class E Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares (or Pre-Funded Warrant Shares), with an exercise price equal to $_____, subject to adjustment therein; (vii) A Class F Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares (or Pre-Funded Warrant Shares), with an exercise price equal to $_____, subject to adjustment therein (viii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Unit Purchase Price, with an exercise price equal to $0.0001 subject to adjustment therein; (vix) the duly executed Warrant Agency Agreement; (x) on the date hereof, the duly executed Lock-Up Agreements; and (xi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel in form and substance reasonably satisfactory to the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, evidence of Common Stock the issuance of Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Series L Warrants, if applicable), registered in the name of such Purchaser in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) a Series K-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Series L Warrant Shares, with an exercise price equal to $4.10, subject to adjustment therein; (v) a Series K-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Series L Warrant Shares, with an exercise price equal to $4.10, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Series L Warrants pursuant to Section 2.1, a Pre-Funded Series L Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Series L Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicablePrice minus $0.01, with an exercise price equal to $2.10 per share0.01, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Company shall have provided each Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaserwith the Company’s shares of Common Stock wire instructions, on Company letterhead and executed by the Chief Executive Officer or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein;Chief Financial Officer; and (viii) a certificate the Registration Rights Agreement duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant AmendmentSubscription Amount, duly executed as set forth on Purchaser’s signature page hereto, by such Purchaserwire transfer to the account specified in writing by the Company; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Prefunded Warrant, if applicable), registered in the name of such Purchaser; (ivv) a Series A-3 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and, if applicable, the Warrant Shares underlying such Purchaser’s Prefunded Warrants on the date hereof, with an exercise price equal to $0.47, subject to adjustment therein; (vi) a Series A-4 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and, if applicable, the Warrant Shares underlying such Purchaser’s Prefunded Warrants on the date hereof, with an exercise price equal to $0.47, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vviii) the Preliminary duly executed Lock-Up Agreements; and (ix) the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) a negative assurance letter of Company Counsel, addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent; (iv) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiv) subject to the provision penultimate sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such each Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivvi) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vivii) a signed Series A Common Warrant registered in the name of such each Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such the Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableShares, with an exercise price equal to $2.10 per share[●], subject to adjustment therein; (viiviii) a signed Series B Common Warrant registered in the name of such each Purchaser to purchase up to a number of shares of Common Stock equal to 10050% of such the Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableShares, with an exercise price equal to $2.10 per share[●], subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iii) legal opinions of intellectual property counsel to the Company, substantially in form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) subject to the sixth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiv) subject to the provision sixth sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivvi) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of such Purchaser’s Shares and Pre-Funded Warrants, with an exercise price equal to $0.609, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.6089, with an exercise price equal to $0.0001, subject to adjustment therein; (vviii) on the date hereof, the duly executed Lock-Up Agreements; and (ix) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Company’s wire instructions, on Company letterhead Placement Agent and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit basis, a certificate (or Withdrawal at Custodian system shares the request of Common Stock the Purchaser, book entry statement) evidencing a number of Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Unit Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Unit Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares, with an exercise price equal to $2.10 per share10.00, subject to adjustment as provided therein; (vi) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) a Series B duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; (viii) the Registration Rights Agreement duly executed by the Company; (ix) a comfort certificate from the Chief Financial Officer of the Company, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; (x) the Lock-Up Agreements; and (xi) for each Purchaser, an Exchange Common Warrant registered in the name of such Purchaser to purchase up to a number of 2,200,000 shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableStock, with an exercise price equal to $2.10 per share10.00, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel in form and substance reasonably satisfactory to the Placement Agent; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Prefunded Warrants, if applicable); (ivv) a Series A-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares, with an exercise price equal to $_____, subject to adjustment therein; (vi) a Series A-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares, with an exercise price equal to $_____, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vviii) on the date hereof, the duly executed Lock-Up Agreements; and (ix) the Preliminary Pricing Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of last sentence in Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) a Series B Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to [__]% of such Purchaser’s Ordinary Shares or Pre-Funded Warrants, as applicable, with an exercise price equal to $[___] per share, subject to adjustment therein; (vi) a Series C Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to [___]% of such Purchaser’s Ordinary Shares or Pre-Funded Warrants, as applicable, with an exercise price equal to $[___] per share, subject to adjustment therein; (vii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate the duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing DateLock-Up Agreements; (ix) a certificate executed by the Secretary Chief Executive Officer and Chief Financial Officer of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory reasonably acceptable to the Placement Agent and its Counselthe Purchasers; (xi) [RESERVED] (xiix) a certificate executed by the Chief Financial Officer Officer, dated as of the Company date of Closing, in form and substance satisfactory reasonable acceptable to the Placement Agent; (xiii) a letter from Agent and the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up AgreementsPurchasers; and (xvxi) a legal opinion of Company Counsel, including U.S. counsel and Israeli counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel (including, without limitation, a negative assurance letter), (ii) a legal opinion of _________. on intellectual property matters, and (iii) a legal opinion of ______________on regulatory matters, each in a form satisfactory to the Company’s wire instructions, on Company letterhead Placement Agent and executed by the Company’s Chief Executive Officer or Chief Financial Officereach Purchaser; (iii) cold comfort letters from MaloneBailey LLP addressed to the Purchasers and the Placement Agent in form and substance reasonably satisfactory in all material respects to the Placement Agent (on the date of this Agreement and on the Closing Date); (iv) duly executed Lock-Up Agreements. (v) duly executed Warrant Agency Agreement. (vi) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivvii) a Warrant in the form of Exhibit A attached hereto registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an initial exercise price equal to $[___], subject to adjustment therein; (viii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant divided by the Per Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein;; and (vix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to each of the Company’s wire instructions, on Company letterhead Purchasers and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Note with a principal amount equal to the portion of such Purchaser’s 's Subscription Amount divided multiplied by the Per Share Purchase Price1.08695652, registered in the name of such Purchaser; (iv) for each an Amended and Restated Series A Note equal to such Purchaser's Pro Rata Amount of the product obtained by multiplying (x) 19.99% of the shares of Common Stock issued and outstanding immediately prior to the signing of this Agreement and (y) the Transaction Price, registered in the name of such Purchaser; (v) an Amended and Restated Series B Note equal to the difference obtained by subtracting (x) the principal amount of the Amended and Restated Series A Note being issued to such Purchaser pursuant hereto, from (y) the principal amount of Pre-Funded Warrants pursuant to Section 2.1, such Purchaser's Original Note; (vi) a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 75% of such Purchaser’s Subscription Amount applicable 's New Conversion Shares on the Closing Date (without giving effect to Pre-Funded Warrants divided by any restrictions or limitations on exercise therein), with an exercise price equal to (x) before the sum of Nasdaq Stockholder Approval Date, the Per Pre-Funded Warrant Purchase Nasdaq Minimum Price and (y) on and after the Nasdaq Stockholder Approval Date, the Transaction Price, subject to adjustment therein; (vvii) the Preliminary Prospectus an Amended and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Restated Warrant registered in the name of such Purchaser to purchase up to a 188.32% of the maximum number of shares of Common Stock equal issuable upon exercise of the Original Warrants (without giving effect to 100% of such Purchaser’s shares of Common Stock any restrictions or Pre-Funded Warrants, as applicablelimitations on exercise therein), with an exercise price equal to $2.10 per share(x) before the Nasdaq Stockholder Approval Date, subject to adjustment therein; the Nasdaq Minimum Price and (viiy) a Series B Common Warrant registered in on and after the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded WarrantsNasdaq Stockholder Approval Date, as applicable, with an exercise price equal to $2.10 per sharethe Transaction Price, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer the Company shall have provided each Purchaser with the wire instructions of the Company, dated as of the Closing Date, certifying that each on Company letterhead and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with executed by the Company at Chief Executive Officer or prior to the Closing DateChief Financial Officer; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the ClosingLock-Up Agreements; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its CounselVoting Agreements; (xi) [RESERVED]the Registration Rights Agreement duly executed by the Company; and (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory shall have delivered to such Purchaser such other documents relating to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably acceptable to the Placement Agent and the Purchasersrequest. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser's Subscription Amount by wire transfer to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed account specified in writing by such Purchaserthe Company; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Companyform of Exhibit B attached hereto; (iii) the Company shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares a certificate evidencing a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of difference between (A) such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price and (B) the number of Shares otherwise issuable to such Purchaser that would cause such Purchaser’s Beneficial Ownership to be more than the Per Pre-Funded Warrant Purchase PriceBeneficial Ownership Limitation with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares, with an exercise price equal to $2.10 2.64 per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvviii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and Registration Rights Agreement duly executed by the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicableEscrow Agent, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed Subscription Amount by such Purchaserwire transfer to the account specified in writing by the Company; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) a Series A-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $0.60, subject to adjustment therein; (vi) a Series A-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $0.60, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vviii) on the Preliminary Prospectus and date hereof, the duly executed Lock-Up Agreements; and (ix) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Lock-Up Agreements; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial OfficerOfficer of the Company; (iiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Class A Units divided by the Per Share Class A Unit Purchase Price, registered in the name of such Purchaser; (ivvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Class A Units and Class B Units, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants such Class A or Class B Units divided by the sum of Class A Unit Purchase Price or the Per Pre-Funded Warrant Class B Unit Purchase Price, as applicable, with an exercise price equal to $0.01, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vivii) a Series A Common Warrant registered in the name of each such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares the aggregate number of Common Stock or Shares and the Pre-Funded WarrantsWarrant Shares underlying the Pre-Funded Warrants initially issuable on the date hereof, as applicableif any, purchased by such Purchaser with an exercise price equal to $2.10 per share13.42, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein;; and (viii) a certificate duly executed by a an executive officer of the Company, dated as of Prospectus (which may be delivered in accordance with Rule 172 under the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”Securities Act); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser;P▇▇▇▇▇▇▇▇; and (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed Subscription Amount with regard to the Pre-Funded Warrants purchased by such Purchaser, if any, by wire transfer to the account specified by the Company in Section 2.2(a)(iii) above, or as otherwise agreed by the Company and the Placement Agent; and (iii) such Purchaser’s Subscription Amount with respect regard to the Securities Shares purchased by such Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Company’s wire instructionsPlacement Agent and the Purchasers, on Company letterhead in a form reasonably acceptable to the Placement Agent and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) for each a Series A Preferred Investment Option registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrants pursuant Warrant Shares, with an exercise price equal to Section 2.1$1.502, subject to adjustment therein; (v) a Series B Preferred Investment Option registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $1.502, subject to adjustment therein; (vi) if applicable, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of difference between (A) such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; Price and (vB) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name number of Shares otherwise issuable to such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of that would cause such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, Beneficial Ownership to be more than the Beneficial Ownership Limitation with an exercise price equal to $2.10 0.0001 per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Company shall have provided each Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaserwith the Company’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein;wire instructions; and (viii) a certificate the Registration Rights Agreement duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed Subscription Amount by such Purchaserwire transfer to the account specified in writing by the Company; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel in form and substance reasonably satisfactory to the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, evidence of Common Stock the issuance of Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Series I Warrants, if applicable), registered in the name of such Purchaser in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) a Series H-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Series I Warrant Shares, with an exercise price equal to $4.55, subject to adjustment therein; (v) a Series H-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Series I Warrant Shares, with an exercise price equal to $4.55, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Series I Warrants pursuant to Section 2.1, a Pre-Funded Series I Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Series I Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicablePrice minus $0.01, with an exercise price equal to $2.10 per share0.01, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Company shall have provided each Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaserwith the Company’s shares of Common Stock wire instructions and escrow account wire instructions under the Escrow Agreement, on Company letterhead and executed by the Chief Executive Officer or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein;Chief Financial Officer; and (viii) a certificate the Registration Rights Agreement duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicableEscrow Agent, an executed counterpart of such Purchaser’s Warrant AmendmentSubscription Amount, duly executed as set forth on Purchaser’s signature page hereto, by such Purchaserwire transfer to the account specified in the Escrow Agreement; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:following (it being understood, however, that despite the following wording the Warrants and the Commitment Shares shall all be delivered to and in favor of Alpha and not to or in favor of any other Purchasers): (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit C attached hereto; (iii) subject to the provision a certificate evidencing a number of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Series Alpha Preferred Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PriceStated Value, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock calculated such that the number of shares of Common Stock underlying all Warrants issued to all Purchasers in the aggregate would, after giving effect to the completion of the Merger and the assumption of the Warrants by Parent in connection with the Merger, be exercisable for shares of Common Stock of Parent representing 1% of the immediately-post-Merger shares of Common Stock of Parent on a fully-diluted basis (with such percentage being calculated using the meaning of “fully-diluted” contemplated in the computation of the Merger Agreement’s “Exchange Ratio”), with an exercise price equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price$0.327, subject to adjustment therein; (v) the Preliminary Prospectus Commitment Shares in the form of a certificate representing a number of shares of Series Alpha Preferred Stock calculated such that the number of shares of Series Alpha Preferred Stock issued as Commitment Shares to all Purchasers in the aggregate would, after giving effect to the completion of the Merger and the Prospectus assumption of the Warrants by Parent in connection with the Merger, immediately-post-Merger constitute shares of Series Alpha Preferred Stock of Parent overlying 5% of the immediately-post-Merger shares of Common Stock of Parent on a fully-diluted basis (which may be delivered with such percentage being calculated using the meaning of “fully-diluted” contemplated in accordance with Rule 172 under the Securities Actcomputation of the Merger Agreement’s “Exchange Ratio”); (vi) a Series A Common Warrant registered in evidence of the name filing and acceptance of such Purchaser to purchase up to a number the Certificate of shares Designation from the Secretary of Common Stock equal to 100% State of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein;Delaware; and (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects provided each Purchaser with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directorswire instructions, (ii) the certificate of incorporation of the on Company letterhead and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company in form and substance satisfactory to the Placement AgentOfficer; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount with respect by wire transfer to the Securities purchased account specified in writing by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Escrow Agent with respect to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officerform of Exhibit D attached hereto; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Debenture with a Principal Amount equal to the portion of such Purchaser’s Subscription Amount divided multiplied by the Per Share Purchase Price1.255, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant (the “Series A Warrant”) registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the portion Principal Amount of the Debenture issuable to such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Purchaser divided by the sum of the Per Pre-Funded Warrant Purchase Price$0.35, with an exercise price equal to $0.35, subject to adjustment therein, which Warrants shall be exercisable immediately, and shall have a term of exercise equal to five years; (v) a Warrant (the Preliminary Prospectus “Series B Warrant”) registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the Principal Amount of the Debenture issuable to such Purchaser divided by $0.35, with an exercise price equal to $0.385, subject to adjustment therein, which Warrants shall be exercisable immediately, and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)shall have a term of exercise equal to one year; (vi) a Warrant (the “Series A Common Warrant C Warrant”) registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the Principal Amount of the Debenture issuable to such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicablePurchaser divided by $0.35, with an exercise price equal to $2.10 per share0.35, subject to adjustment therein, which Warrants shall be exercisable immediately, and have a term of exercise equal to the earlier of the one year anniversary of the Effective Date and two years from their issuance; (vii) a Warrant (the “Series B Common Warrant D Warrant”) registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10050% of the Principal Amount of the Debenture issuable to such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicablePurchaser divided by $0.35, with an exercise price equal to $2.10 per share0.35, subject to adjustment therein, which Warrants shall be exercisable (on a pro-rata basis) upon the exercise of the Series C Warrants and have a term of exercise equal to the earlier of five years following the date such warrants are exercisable or six years following their issuance; (viii) a certificate duly executed by a an executive officer of Warrant (the Company, dated as of “Series E Warrant”) registered in the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as name of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required Purchaser to be performed, satisfied or complied with by the Company at or prior purchase up to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding equal to 50% of the Principal Amount of the Debenture issuable to such Purchaser divided by $0.35, with an exercise price equal to $0.385, subject to adjustment therein, which Warrants shall be exercisable (on a pro-rata basis) upon the Closing Date immediately prior exercise of the Series C Warrants and have a term of exercise equal to the Closing earlier of five years following the date such warrants are exercisable or six years following their issuance; (ix) the “Transfer Agent Letter”Escrow Agreement duly executed by the Company; (x) the Security Agreement, duly executed by the Company and each Subsidiary, along with all of the Security Documents, including the Subsidiary Guarantee, duly executed by the parties thereto (provided, however, OXIS Health Products, Inc., a Delaware corporation, OXIS International S.A., a French company, OXIS Acquisition Corporation, a Delaware corporation and OXIS Instruments, Inc., a Pennsylvania, all of which do not own any assets that are material to the value or operation of the Company, and BioCheck, Inc., a California corporation that the Company owns a 51% equity interest in, shall not be required to execute the Security Agreement or Subsidiary Guarantee at Closing); (xivxi) a lock-up agreement, in the form attached hereto as Exhibit G, duly executed Lock-Up Agreementsby all officers, directors and 10% stockholders of the Company, other than Axonyx, Inc., a Nevada corporation and ▇▇. ▇▇▇▇▇▇▇; (xii) a certification, in the form attached hereto as Exhibit H, duly executed by all officers and directors of the Company other than ▇▇. ▇▇▇▇▇▇▇; and (xvxiii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and Registration Rights Agreement duly executed by the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Escrow Agent the following: (i) this Agreement duly executed executied by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, Subscription Amount by wire transfer to the account as specified in the Escrow Agreement ; (iii) the Security Agreement duly executed by such Purchaser; (iv) the Escrow Agreement duly executed by each Purchaser; and (iiiv) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of last sentence in Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to ADSs divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares represented by ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PricePrice and an exercise price equal to $0.0001, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common F Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares represented by ADSs equal to 100% of such Purchaser’s shares of Common Stock Ordinary Shares represented by ADSs or Pre-Funded Warrants, as applicable, with an exercise price per ADS equal to $2.10 per share0.45, subject to adjustment therein; (vii) a Series B Common G Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares represented by ADSs equal to 100% of such Purchaser’s shares of Common Stock Ordinary Shares represented by ADSs or Pre-Funded Warrants, as applicable, with an exercise price per ADS equal to $2.10 per share0.45, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and; (xvix) a legal opinion of Company U.S. Counsel, in form reasonably acceptable to the Placement Agent Agent; (x) a legal opinion of Company Israeli Counsel, in form reasonably acceptable to the Placement Agent; (xi) an Officer’s Certificate, in form and substance reasonably satisfactory to the PurchasersPlacement Agent; and (xii) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) ADSs equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Series H Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of shares ADSs equal to 100% of Common Stock the sum of such Purchaser’s ADSs and, if applicable, the Warrant ADSs underlying such Purchaser’s Prefunded Warrants on the date hereof, with an exercise price equal to £0.76, subject to adjustment therein; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the sum of the Per Pre-Funded Warrant ADS Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein;; and (vvi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Prefunded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as may be indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or the Pre-Funded Warrants, as if applicable, with an exercise price equal to $2.10 2.32 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or the Pre-Funded Warrants, as if applicable, with an exercise price equal to $2.10 to$2.32 per share, subject to adjustment therein;; and (viii) a certificate duly executed by a an executive officer of the Company, dated as of Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”Securities Act); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchaser’s aggregate exercise price of the Securities purchased by Pre-Funded Warrants, which amounts shall be paid as and when such PurchaserPre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, including a negative assurance letter, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A D Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares, with an exercise price equal to $2.10 [__] per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B E Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares, with an exercise price equal to $2.10 [__] per shareshare of Common Stock, subject to adjustment therein; (viii) a certificate the duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing DateLock-Up Agreements; (ix) a certificate executed by the Secretary of the Companyan Officer’s Certificate, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance reasonably satisfactory to the Placement Agent; (xiiix) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior Secretary’s Certificate, in form and substance reasonably satisfactory to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up AgreementsPlacement Agent; and (xvxi) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Preliminary Prospectus and the PurchasersProspectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser;▇▇▇▇▇▇▇▇▇; and (ii) to the extent applicableCompany, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP settlement with the Company. (c) At the time this Agreement is executed, the Placement Agent shall have received: (i) from the Auditor, a cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent, dated as of the date of this Agreement; and (ii) from the Chief Financial Officer of the Company, a certificate certifying as to certain financial matters set forth therein and in form and substance satisfactory in all respects to the Placement Agent, dated as of the date of this Agreement. (d) On the Closing Date, the Placement Agent shall have received: (i) from the Auditor a letter, dated as of the Closing Date, to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to Section 2.2(c)(i)); and (ii) from the Chief Financial Officer of the Company, a certificate, dated as of the Closing Date, to the effect that the Chief Financial Officer of the Company or its designeesreaffirms the statements made in the certificate furnished pursuant to Section 2.2(c)(ii).

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Company’s wire instructionsPlacement Agent and the Purchasers, on Company letterhead in form and executed by substance reasonably acceptable to the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent and Purchasers; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, evidence of Common Stock the issuance of a number of Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, Price as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser; (iv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of the sum of the Per such Purchaser’s Shares and Pre-Funded Warrant Purchase PriceShares initially issuable upon exercise of such Purchaser’s Pre-Funded Warrants, with an exercise price equal to $____, subject to adjustment therein; (vvi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) the Lock-Up Agreements and; (viii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the Purchasers and the Placement Agent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision fifth sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Shares and/or Pre-Funded Warrant Shares, with an exercise price equal to $0.2701 per share, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, but can be less than par value, subject to adjustment therein;; and (vvii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to the last sentence in Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock System (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100[__]% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares, with an exercise price equal to $2.10 [____] per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvviii) a legal opinion of Company Counsel, the Prospectus (which may be delivered in form reasonably acceptable to accordance with Rule 172 under the Placement Agent and the Purchasers. (b) Securities Act). On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchaser’s aggregate exercise price of the Securities purchased by Pre-Funded Warrants, which amounts shall be paid as and when such PurchaserPre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to the seventh (7th) sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision seventh (7th) sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable), registered in the name of such Purchaser; (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrants Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $1.90, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein;; and (vvii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Prefunded Warrants, if applicable); (ivv) a Series D Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares, with an exercise price equal to $___, subject to adjustment therein; (vi) a Series E Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares, with an exercise price equal to $___, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded the Prefunded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (vviii) the Preliminary Prospectus and Lock-Up Agreements, dated as of the date hereof; and (ix) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchaser’s aggregate exercise price of the Securities purchased by Prefunded Warrants, which amounts shall be paid as and when such PurchaserPrefunded Warrants are exercised for cash), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrants, with an exercise price equal to $[____], subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vvii) on the date hereof, the duly executed Lock-Up Agreements; and (viii) the Preliminary Pricing Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel directed to the Purchasers and the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares on the date hereof, with an exercise price equal to $____, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.01, with an exercise price equal to $0.01, subject to adjustment therein; (vvii) on the date hereof, the duly executed Lock-Up Agreements; and (viii) the Preliminary Pricing Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants Units pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Common Stock Unit Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Units and Pre-Funded Warrants, as applicableCommon Stock Units on the date hereof, with an exercise price equal to [$2.10 ___] per shareshare of Common Stock, subject to adjustment therein;; and (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Series B Units equal to 100% of the sum of such Purchaser’s shares of Common Stock or Units and Pre-Funded Warrants, as applicableCommon Stock Units on the date hereof, with an exercise price equal to [$2.10 ___] per shareshare of Common Stock, subject to adjustment therein; (viii) a certificate duly executed by Series C Warrant registered in the name of such Purchaser to purchase up to a an executive officer number of Series C Units equal to 100% of the Company, dated as sum of the Closing Date, certifying that each such Purchaser’s Common Stock Units and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of Pre-Funded Common Stock Units on the date when made and as hereof, with an exercise price equal to [$___] per share of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific dateCommon Stock, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required subject to be performed, satisfied or complied with by the Company at or prior to the Closing Dateadjustment therein; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; (x) the delivery by the Company of a Voting Agreement, in the form of Exhibit E attached hereto, duly executed by each of the parties listed on Schedule A hereto; and (xvxi) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Preliminary Prospectus and the PurchasersProspectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser;; [and] (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Common Stock Units issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee. [;and (iii) to the extent applicable, a Purchaser’s Leak-Out Agreement.]

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Company’s wire instructionsPlacement Agent and the Purchasers, on Company letterhead in form and executed by substance reasonably acceptable to the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent and Purchasers; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, evidence of Common Stock the issuance of a number of Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, Price as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser; (iv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, subject with an exercise price equal to adjustment therein$0.0001; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100200% of the sum of such Purchaser’s shares Shares and Pre-Funded Warrant Shares initially issuable upon exercise of Common Stock or such Purchaser’s Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share1.19, subject to adjustment therein; (viivi) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects provided each Purchaser with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directorswire instructions, (ii) the certificate of incorporation of the on Company letterhead and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up AgreementsOfficer; and (xvvii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Prospectus and the Purchasers.Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of last sentence in Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to ADSs divided by the Per Share ADS Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares represented by ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PricePrice and an exercise price equal to $0.0001, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares represented by ADSs equal to 100% [100]% of such Purchaser’s shares of Common Stock Ordinary Shares represented by ADSs or Pre-Funded Warrants, as applicable, with an exercise price per ADS equal to $2.10 per share[•], subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and; (xvviii) a legal opinion of Company U.S. Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers; and (ix) a legal opinion of Company Israeli Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser;▇▇▇▇▇▇▇▇▇; and ​ (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrants, with an exercise price equal to $4.09, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein;; and (vvii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of Company Counsel and Company Nevada Counsel, each directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares on the date hereof, with an exercise price equal to $2.10 1.65 per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvviii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Prospectus and the PurchasersProspectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company (“DTC”) Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares on the date hereof, with an exercise price equal to $5.84, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein;; and (vvii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) a Series A-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $____, subject to adjustment therein; (vi) a Series A-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $____, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vviii) on the date hereof, the duly executed Lock-Up Agreements; and (ix) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to the seventh sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision seventh sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock DWAC Shares equal to the portion of such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common C Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Shares and Pre-Funded WarrantsWarrant Shares, as applicable, with an exercise price equal to $2.10 0.59 per share, subject to adjustment therein; (viivi) a Series B Common D Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100150% of such Purchaser’s shares of Common Stock or Shares and Pre-Funded WarrantsWarrant Shares, as applicable, with an exercise price equal to $2.10 0.885 per share, subject to adjustment therein; (viiivii) for each Purchaser of Pre-Funded Units pursuant to Section 2.1, a certificate duly executed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Pre-Funded Warrant Shares equal to such Purchaser’s Pre-Funded Unit Subscription Amount divided by a an executive officer the sum of the CompanyPer Pre-Funded Unit Purchase Price plus the exercise price equal to $0.001, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, subject to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Dateadjustment therein; (ixviii) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of on the date of this Agreement and as of the Closing Datehereof, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Preliminary Prospectus and the PurchasersProspectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel in a form reasonably acceptable to the Placement Agent; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such the Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a Pre-Funded Warrant registered in the name of such each Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such difference between (A) the Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PricePrice and (B) the number of Shares otherwise issuable to each Purchaser that would cause the Purchaser’s beneficial ownership of Common Stock to be more than the Beneficial Ownership Limitation with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (vvi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vivii) a Series A Common Warrant registered in the name of such each Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such the Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicableShares, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share2.80, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the CompanyOfficer’s Certificate, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance reasonably satisfactory to the Placement Agent; (xiiiix) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior Secretary’s Certificate, in form and substance reasonably satisfactory to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up AgreementsPlacement Agent; and (xvx) a legal opinion the Lock-Up Agreements duly executed by each executive officer and director of Company Counsel, in form reasonably acceptable to the Placement Agent and the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser;P▇▇▇▇▇▇▇▇; and (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agents; (iii) [Reserved]; (iv) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiv) subject to the provision penultimate sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1(a), a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to the number of shares of Common Stock equal to the portion of set forth on such Purchaser’s Subscription Amount divided by the Per Share Purchase Pricesignature page hereto, registered in the name of such Purchaser; (ivvi) for each an originally signed Common Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock equal to 100% of such Purchaser’s Shares plus the Prefunded Warrant Shares underlying such Purchaser’s Pre-Funded Warrants pursuant Warrant on the date hereof, with an exercise price equal to Section 2.1$[__], a subject to adjustment as set forth therein; (vii) if applicable, an originally signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.001, subject to adjustment therein; (vviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (viix) a Series A Common Warrant registered Lock-up Agreements, in form and substance reasonably acceptable to the name Placement Agents and the Purchasers, executed by each of such Purchaser to purchase up to a number the Company’s executive officers, directors and stockholders beneficially owning 5% or more of the issued and outstanding shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closinghereof; (x) a comfort letter from Ernst & Young LLPan Officer’s Certificate, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance reasonably satisfactory to the Placement Agent and its Counsel;Agents; and (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the PurchasersAgents. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designees. (c) At the time this Agreement is executed, the Placement Agents shall have received: (i) from the Auditor a cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, or any Issuer Free Writing Prospectus, addressed to the Placement Agents and in form and substance satisfactory in all respects to the Placement Agents, dated as of the date of this Agreement; and (ii) from the Chief Financial Officer of the Company, a certificate certifying as to certain financial matters set forth therein and in form and substance satisfactory in all respects to the Placement Agents, dated as of the date of this Agreement. (d) On the Closing Date, the Placement Agents shall have received: (i) from the Auditor a letter, dated as of the Closing Date, to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to Section 2.2(c)(i); and (ii) from the Chief Financial Officer of the Company, a certificate, dated as of the Closing Date, to the effect that the Chief Financial Officer of the Company reaffirms the statements made in the certificate furnished pursuant to Section 2.2(c)(ii).

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in form and substance reasonably satisfactory to the Placement Agents; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Principal Accounting Officer; (iiiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit DRS book-entry procedure or Withdrawal at Custodian system shares of Common Stock DWAC, as elected by the Purchaser on the signature page hereto, the Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, subject to the last sentence of Section 2.1, a Pre-Funded Warrant registered in book-entry form in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) subject to the last sentence of Section 2.1, a Series A Common Warrant registered in book-entry form in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares, with an exercise price equal to $2.10 per share4.906, subject to adjustment as specified therein;; and (vii) a Series B Common Warrant registered the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”Securities Act); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be (i) funded to the Company no later than close of business on March 1, 2024 and held in escrow by the Company prior to Closing or (ii) made available for DVP settlement with the Company or its designeesdesignee, in each case, as specified on the signature page hereto.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel in a form reasonably acceptable to the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial OfficerPurchasers; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares basis, a certificate evidencing a number of Common Stock equal to Shares and Warrants as set forth on the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Pricesignature page hereto, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock as set forth on the signature page hereto with an exercise price equal to the portion $0.01 per share of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded WarrantsWarrant Shares, as applicableplus the Shares and Pre-Funded Warrants purchased in the concurrent offering and sale registered under the Company’s registration statement on Form S-3 (File No. 333-259923) (the “RD Offering”), with an exercise price equal to $2.10 per share1.39, subject to adjustment therein; (viivi) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects provided each Purchaser with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directorswire instructions, (ii) the certificate of incorporation of the on Company letterhead and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company in form and substance satisfactory to the Placement AgentOfficer; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xivvii) the duly executed Lock-Up Agreements; and (xvviii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and Registration Rights Agreement duly executed by the PurchasersCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the CompanyCompany or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicableCompany, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed Subscription Amount by such Purchaserwire transfer to the account specified in writing by the Company; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser through the Placement Agent with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100250% of such Purchaser’s shares of Common Stock or Shares and Pre-Funded WarrantsWarrant Shares, as if applicable, with an exercise price equal to $2.10 0.85 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvviii) a legal opinion of Company Counsel, the Prospectus (which may be delivered in form reasonably acceptable to accordance with Rule 172 under the Placement Agent and the PurchasersSecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchaser’s aggregate exercise price of the Securities purchased by Pre-Funded Warrants, which amounts shall be paid as and when such PurchaserPre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser through the Placement Agent with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable), registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A E-1 Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded WarrantsWarrant Shares, as if applicable, with an exercise price equal to $2.10 [ ] per share, subject to adjustment therein; (vii) a Series B E-2 Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded WarrantsWarrant Shares, as if applicable, with an exercise price equal to $2.10 [ ] per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of Series E-3 Common Warrant registered in the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as name of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required Purchaser to be performed, satisfied or complied with by the Company at or prior purchase up to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on equal to 100% of the Closing Date immediately prior sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, if applicable, with an exercise price equal to the Closing (the “Transfer Agent Letter”)$[ ] per share, subject to adjustment therein; (xivix) on the date hereof, the duly executed Lock-Up Agreements; and (xvx) a legal opinion of Company Counsel, the Prospectus (which may be delivered in form reasonably acceptable to accordance with Rule 172 under the Placement Agent and the PurchasersSecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchaser’s aggregate exercise price of the Securities purchased by Pre-Funded Warrants, which amounts shall be paid as and when such PurchaserPre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to the provision of third sentence in Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PricePrice plus the exercise price per Warrant Share underlying such Pre-Funded Warrants, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common C Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100150% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 0.555 per share, subject to adjustment therein; (vii) a Series B Common D Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100150% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 0.85 per share, subject to adjustment therein; (viii) the duly executed Lock-Up Agreements; (ix) a certificate duly executed by a an executive officer the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the date of the Closing Date, certifying that each in form and every representation and warranty of the Company shall be true and correct in all material respects (or, substance reasonably acceptable to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made Purchasers and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing DatePlacement Agent; (ixx) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing DateClosing, respectively, and addressed to the Placement Agent, and in form and substance satisfactory reasonable acceptable to the Placement Agent Purchasers and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvxi) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers; (xii) a legal opinion of H▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, intellectual property counsel to the Company, in form reasonably acceptable to the Placement Agent and the Purchasers; and (xiii) a legal opinion of B▇▇▇▇▇▇▇▇▇ H▇▇▇▇ F▇▇▇▇▇ S▇▇▇▇▇▇, LLP, local Nevada counsel to the Company, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to the third sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision third sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of such Purchaser’s Shares, plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $2.25, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment as set forth therein; (vvii) on the date hereof, the duly executed Lock-Up Agreements; and (viii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in a form and substance reasonably satisfactory to the Placement Agent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision last sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s Shares, with an exercise price equal to $[ ], subject to adjustment therein, plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein;; and (vvii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Prefunded Warrants, if applicable); (ivv) a Series D Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares, with an exercise price equal to $1.30, subject to adjustment therein; (vi) a Series E Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares, with an exercise price equal to $1.30, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded the Prefunded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (vviii) the Preliminary Prospectus and Lock-Up Agreements, dated as of the date hereof; and (ix) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchaser’s aggregate exercise price of the Securities purchased by Prefunded Warrants, which amounts shall be paid as and when such PurchaserPrefunded Warrants are exercised for cash), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to the seventh sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision seventh sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) a Class E Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 25% of such Purchaser’s Shares plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $ , subject to adjustment therein; (vi) a Class F Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 175% of such Purchaser’s Shares plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $ , subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vviii) on the date hereof, the duly executed Lock-Up Agreements; and (ix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser through the Placement Agent with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common A-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded WarrantsWarrant Shares, as if applicable, with an exercise price equal to $2.10 [ ] per share, subject to adjustment therein; (vii) a Series B Common A-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded WarrantsWarrant Shares, as if applicable, with an exercise price equal to $2.10 [ ] per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of Series A-3 Warrant registered in the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as name of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required Purchaser to be performed, satisfied or complied with by the Company at or prior purchase up to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on equal to 100% of the Closing Date immediately prior sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, if applicable, with an exercise price equal to the Closing (the “Transfer Agent Letter”)$[ ] per share, subject to adjustment therein; (xivix) on the date hereof, the duly executed Lock-Up Agreements; and (xvx) a legal opinion of Company Counsel, the Prospectus (which may be delivered in form reasonably acceptable to accordance with Rule 172 under the Placement Agent and the PurchasersSecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchaser’s aggregate exercise price of the Securities purchased by Pre-Funded Warrants, which amounts shall be paid as and when such PurchaserPre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel in a form reasonably acceptable to the Company’s wire instructions, on Company letterhead Placement Agent and executed by the Company’s Chief Executive Officer or Chief Financial Officereach Purchaser; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis basis, via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”), Shares equal to the portion of such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Unit Subscription Amount divided by the sum of the Per Pre-Funded Warrant Unit Purchase PricePrice plus the exercise price equal to $0.00001, subject to adjustment therein; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of the sum of the Units, with an exercise price equal to $[-] and which shall be exercisable immediately and have a term of exercise equal to five (5) years, subject to adjustment therein; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) the Lock-Up Agreements; and (viii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser;P▇▇▇▇▇▇▇▇; and (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for via DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to the eighth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision eighth sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Company’s Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase PricePrice (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable), registered in the name of such Purchaser; (ivv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vvi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 400% of the sum of such Purchaser’s Shares and Pre-Funded Warrants, if applicable, with an exercise price equal to $0.60, subject to adjustment therein; (vii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvix) a legal opinion of Company Counselon the date hereof, in form reasonably acceptable to the Placement Agent and the Purchasersduly executed Voting Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision penultimate sentence of Section 2.1 that settlement of the Shares shall occur via DVP2.1(a), a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to the number of shares of Common Stock equal to the portion of set forth on such Purchaser’s Subscription Amount divided by the Per Share Purchase Pricesignature page hereto, registered in the name of such Purchaser; (ivv) for each an originally signed Series B-1 Common Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock equal to 100% of such Purchaser’s Shares plus the Pre-Funded Warrants pursuant Warrant Shares underlying such Purchaser’s Pre-Funded Warrant on the date hereof, with an exercise price equal to Section 2.1$____, a subject to adjustment as set forth therein; (vi) an originally signed Series B-2 Common Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock equal to 100% of such Purchaser’s Shares plus the Pre-Funded Warrant Shares underlying such Purchaser’s Pre-Funded Warrant on the date hereof, with an exercise price equal to $____, subject to adjustment as set forth therein; (vii) if applicable, an originally signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (vviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the CompanyLock-up Agreements, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers, executed by each of the Company’s executive officers and directors; (x) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; and (xi) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such PurchaserAmount, which shall be made available for DVP settlement with the Company or its designees. (c) At the time this Agreement is executed, the Placement Agent shall have received: (i) from the Auditor a cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, or any Issuer Free Writing Prospectus, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent, dated as of the date of this Agreement; and (ii) from the Chief Financial Officer of the Company, a certificate certifying as to certain financial matters set forth therein and in form and substance satisfactory in all respects to the Placement Agent, dated as of the date of this Agreement. (d) On the Closing Date, the Placement Agent shall have received: (i) from the Auditor a letter, dated as of the Closing Date, to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to Section 2.2(c)(i)); and (ii) from the Chief Financial Officer of the Company, a certificate, dated as of the Closing Date, to the effect that the Chief Financial Officer of the Company reaffirms the statements made in the certificate furnished pursuant to Section 2.2(c)(ii).

Deliveries. (a) On or prior to the Closing DateDate (except as may be indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Company’s wire instructionsPlacement Agent and the Purchasers, on Company letterhead in form and executed by substance reasonably acceptable to the Company’s Chief Executive Officer or Chief Financial OfficerPlacement Agent and Purchasers; (iii) subject to Section 2.1, the provision of Section 2.1 that settlement of Company shall have provided each Purchaser with the Shares shall occur via DVP, Company’s wire instructions on its letterhead; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares a certificate evidencing a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded WarrantsWarrant Shares, as if applicable, with an exercise price equal to $2.10 2.32 per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded WarrantsWarrant Shares, as if applicable, with an exercise price equal to $2.10 2.32 per shareshare of Common Stock, subject to adjustment therein;; and (viii) a certificate the Registration Rights Agreement duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicableCompany, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed Subscription Amount by such Purchaserwire transfer to the account specified in writing by the Company; and (iii) such Purchaser’s Subscription Amount with respect to the Securities purchased Registration Rights Agreement duly executed by such Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Prefunded Warrants, if applicable); (ivv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares initially issuable upon exercise of the Prefunded Warrants, if applicable, with an exercise price equal to $2.10, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the sum of the Per Pre-Funded Warrant Share Purchase PricePrice minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vvii) the Preliminary duly executed Lock-Up Agreements; and (viii) the Prospectus and the Prospectus Supplement (which may be deemed to be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (vii) a Series B Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment therein; (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect to (minus, if applicable, a Purchaser’s aggregate exercise price of the Securities purchased by Prefunded Warrants, which amounts shall be paid as and when such PurchaserPrefunded Warrants are exercised for cash), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of Company Utah Counsel and Company Securities Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iiiiv) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVP2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of the Per Pre-Funded Warrant Purchase PriceCommon Stock, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common A-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares on the date hereof, with an exercise price equal to $2.10 0.25 per shareshare of Common Stock, subject to adjustment therein; (vii) a Series B Common A-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrant Shares on the date hereof, with an exercise price equal to $2.10 0.25 per shareshare of Common Stock, subject to adjustment therein;; and (viii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of on the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific datehereof, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (ix) a certificate executed by the Secretary of the Company, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xvix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent Preliminary Prospectus and the PurchasersProspectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant Amendment, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount with respect (less the aggregate exercise price of the Pre-Funded Warrants issuable to the Securities purchased by such PurchaserPurchaser hereunder, if applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On At or prior to the Closing DateClosing, the Company shall will deliver or cause to be delivered to each Purchaser (the following:“Company Deliverables”): (i) this Agreement Agreement, duly executed by the Company; (ii) certificate(s) or book-entry shares (as requested by such Purchaser) evidencing a number of Shares purchased by such Purchaser, registered in such Purchaser’s name. The Company shall deliver, or cause to be delivered to each Purchaser, a book-entry statement evidencing such Shares as promptly as practicable and in any event no later than one Trading Day after the Closing. Such Shares shall be delivered to each Purchaser via a book-entry record through the Company’s wire instructionstransfer agent or, if requested by a Purchaser, in certificated form. Unless the Company and a Purchaser otherwise mutually agree with respect to such Purchaser’s Shares, at the Closing settlement shall occur on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officera “delivery versus payment” basis; (iii) subject to the provision of Section 2.1 that settlement of the Shares shall occur via DVPRegistration Rights Agreement, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided duly executed by the Per Share Purchase Price, registered in the name of such PurchaserCompany; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount Aggregate Purchase Price for the Closing applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase PriceWarrants, with an exercise price equal to $0.0001, subject to adjustment therein; (v) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Series A Common Warrant registered in the name of such each Purchaser to purchase up to a number of shares of Common Stock equal to one hundred percent (100% %) of such Purchaser’s shares of Common Stock or Shares and Pre-Funded Warrants, as applicableWarrants purchased at the Closing, with an exercise price equal to $2.10 [ ] per share, subject to adjustment adjustments as set forth therein; (viivi) duly executed Irrevocable Transfer Agent Instructions (as defined below) as set forth in Section 4.10 hereto instructing the Company’s transfer agent to deliver a Series B Common Warrant registered in book-entry statement evidencing the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares Shares purchased at the Closing; (vii) the Company’s wire instructions, on Company letterhead and executed by the Secretary and General Counsel of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $2.10 per share, subject to adjustment thereinthe Company; (viii) a certificate duly executed by a an executive officer evidencing the good standing of the CompanyCompany in Delaware issued by the Secretary of State of Delaware, dated as of a date within five business days of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date;; and (ix) a certificate executed by the Secretary an opinion of the Company, in a form reasonably acceptable counsel to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (x) a comfort letter from Ernst & Young LLP, the independent auditor for the Company, in form customary for registered offerings of securities in the United States dated as of the date of this Agreement and as of the Closing Date, respectively, and addressed to the Placement Agent, and in form and substance satisfactory to the Placement Agent and its Counsel; (xi) [RESERVED] (xii) a certificate executed by the Chief Financial Officer of the Company in form and substance satisfactory to the Placement Agent; (xiii) a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing (the “Transfer Agent Letter”); (xiv) the duly executed Lock-Up Agreements; and (xv) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the PurchasersPurchaser. (b) On At or prior to the Closing DateClosing, each Purchaser shall will deliver or cause to be delivered to the Company, Company (the following:“Purchaser Deliverables”): (i) this Agreement Agreement, duly executed by such Purchaser; (ii) to the extent applicable, an executed counterpart of such Purchaser’s Warrant AmendmentRegistration Rights Agreement, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (iii) such Purchaser’s Subscription Amount its Aggregate Purchase Price in accordance with respect to the Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Company or its designeesSection 2.1.