Common use of Deliveries Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Deliveries. The Company and each Selling Stockholder, as applicable, shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing DateDate by the Company, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing DateDate by the Company, the Closing as applicable, any Pre-Funded Warrants and, as to each Option Closing Date, if any, the applicable Option WarrantsPre-Funded Warrants in certificated form; (c) At the Closing Date by the Company, the Class A Warrants and Additional Class A Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (d) Not later than the Closing Date by the Selling Stockholders, the Selling Stockholder Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ive) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the customary form and substance reasonably satisfactory acceptable to the Representative, and as to each Option Closing Date, if any, a bring-down opinionopinions from Company Counsel in form and substance reasonably satisfactory to the Representative and, including a negative assurance paragraphwith respect to the Subsidiaries, the favorable opinions of foreign legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to counsel for the Representative; (f) At the Closing Date, legal opinions of Company Counsel related to the Selling Stockholders and Selling Stockholder Shares addressed to the Underwriters, in customary form reasonably acceptable to the Representative, and as to each Option Closing Date, if any, bring-down opinions from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiig) Contemporaneously herewithwith the execution of this Agreement, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixh) On the Closing Date and on each Option Closing Date, a duly executed and delivered certificate of the Chief Executive Officer and Chief Financial Officer of the Company, in customary form reasonably acceptable to the Representative; (i) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the Secretary of the Company, in the customary form and substance reasonably satisfactory acceptable to the Representative; (xj) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificatecertificate of each of the Selling Stockholders, in the customary form and substance reasonably satisfactory acceptable to the Representative; and; (xik) Contemporaneously herewith, the Lock-Up Agreements, duly executed and delivered by the Lock-Up AgreementsParties; and (l) Such other certificates, opinions or documents as the Representative may have reasonably requested.

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

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

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of DelawareNevada; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Amendment No. 1 to Stock Transfer Agent is Agency Agreement duly appointed as executed by the transfer agent and conversion agent for the Preferred Stockparties thereto; (vii) At the Closing Date, to each Underwriter, a Warrant to purchase up to the number of shares of Common Stock equal to 3% of the Closing Shares (excluding (w) any shares of Common Stock underlying the Closing Warrants, (x) any Option Shares, (y) any shares of Common Stock underlying any Option Warrants, and (z) any Conversion Shares) issued to such Underwriter on the Closing Date, for the account of such Underwriter (or its designees), which Warrant shall have an exercise price of $___, subject to adjustment therein, and a term of three (3) years from the effective date of the Registration Statement and shall be registered in the name of such Underwriter, otherwise on the same terms as the Closing Warrants; (viii) At the Closing Date, legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, forms set forth on Exhibit A attached hereto and as to each Option Closing Date, if any, a bring-down opinionopinions from Company Counsel addressed to the Underwriters, including including, without limitation, a negative assurance paragraphletter, from Company Counsel substantially in form and substance reasonably satisfactory to the Representativeforms set forth on Exhibit A attached hereto; (viiiix) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixx) On Contemporaneously herewith, on the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-1 attached hereto; (xxi) On Contemporaneously herewith, on the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B-2 attached hereto; and (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing A Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence the Closing B Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delawareseveral Underwriters; (v) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a warrant to purchase up to a number of shares of Common Stock equal to 7.0% of the Closing Shares, Pre-Funded Warrants and Option Shares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which warrant shall have an exercise price of $2.625, subject to adjustment as provided therein, and registered in the name of the Representative, otherwise on substantially the same terms as the Series A Warrants; (vi) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel, including including, without limitation, a negative assurance paragraphletter, from Company Counsel addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Officers’ Certificate, in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal Contemporaneously herewith and at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinions of intellectual property legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiiii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixiv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representative; andrequired by Exhibit C attached hereto; (xivi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto; (vii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (viii) on the Closing Date and on each and every Option Closing Date, if any, a cash fee payable to the Representative, equal to seven percent (7%) of the aggregate gross proceeds raised in the Offering.

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiii) At On the Closing Date, to the Underwriters, a warrant to purchase up to a number of Ordinary Shares equal to five percent (5%) of the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At Shares sold on the Closing Date, evidence for the account of the filing Underwriters, and acceptance registered in the name of the Certificate Underwriters (the “Underwriter’s Warrants”); and (ii) on any and all Option Closing Dates, to the Underwriters, Underwriter’s Warrants to purchase up to a number of Designation Ordinary Shares equal to five percent (5%) of the aggregate Option Shares sold on each such Option Closing Date. The Underwriter’s Warrants shall be exercisable at 125% of the Purchase Price in the Offering, subject to adjustment therein. The Underwriter’s Warrants and their respective underlying Ordinary Shares shall be subject to a lock-up restriction pursuant to FINRA Rule 5110(g)(1), for a period of 180 days immediately following the initial effective date of the Registration Statement, and expire five (5) years from such initial effective date of the Secretary of State of DelawareRegistration Statement. The Underwriter’s Warrants shall include a "net issuance" or "cashless" exercise feature; (vc) At On the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the each Option Closing Date, a legal opinion and negative assurances letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the customary form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Company Counsel; (d) On the Execution Date, if anya cold comfort letter, a bring-down opiniondated as of the Execution Date, including a negative assurance paragraph, from Company Counsel addressed to the Underwriters and in customary form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor datedAuditor, respectively, as of the date of this Agreement and a customary bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixe) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the customary form and substance reasonably satisfactory to the Representative; (xf) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the customary form and substance reasonably satisfactory to the Representative; and (xig) Contemporaneously herewithOn the Execution Date, the duly executed and delivered Lock-Up Agreements.

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

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

Deliveries. The Company shall deliver or cause to be delivered to the Representative or each Underwriter (if applicableas the case may be) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters as directed by the Representative; (ii) At the Closing Date, the Closing Preferred SharesWarrants, which shares shall be delivered Closing Pre-Funded Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, to the Representative or its permitted designees, a warrant (the “Underwriter’s Warrant”) to purchase up to a number of share of Common Stock (the “Underwriter’s Warrant Shares”) equal to 5.0% of the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At Securities issued on the Closing Date, evidence for the account of the filing Representative (or its designees), which Warrant shall have an exercise price of $1.21 per share, subject to adjustment therein and acceptance to compliance with FINRA Rule 5110, and registered in the name of the Certificate of Designation from Representative, otherwise on the Secretary of State of Delaware;same terms as the Closing Warrants (viv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viv) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the each Option Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory addressed to the RepresentativeUnderwriters, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory acceptable to the Representative; (viiivi) Contemporaneously herewithAt the Closing Date and each Option Closing Date, a legal opinion of IP Counsel, including without limitation, a negative assurance letter, addressed to the Underwriters, in form and substance reasonably acceptable to the Representative; (vii) As of the Execution Date, a “cold comfort comfort” letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects acceptable to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (viii) On the Closing Date and on each Option Closing Date, a duly executed and delivered Officer’s Certificate, in a form reasonably acceptable to the Representative; (ix) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officercertificate executed by the officer of the Company responsible for the Company’s Certificateregulatory affairs, in the a form and substance reasonably satisfactory acceptable to the Representative; (x) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in the a form and substance reasonably satisfactory acceptable to the Representative; and (xi) Contemporaneously herewithOn or prior to the Execution Date, the duly executed and delivered Lock-Up Agreements.

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

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

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

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a opinion and negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiiii) At the Closing Date, opinions of IP legal counsel and FDA legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative and as to each Option Closing Date, if any, a bring-down opinion and negative assurance letter from IP legal counsel and FDA legal counsel in form and substance reasonably satisfactory to the Representative; (iv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) [On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (xvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; ;] [and] (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.; [and] (viii) [On the date hereof and on each Closing Date, the Company shall have furnished to you, as Representative of the several Underwriters, a certificate, dated as of such date, signed on behalf of the Company by its chief financial officer, regarding certain financial information in, or incorporated by reference in, the Prospectus, in form and substance reasonably satisfactory to the Representative;]

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

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

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit E attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representatives, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representatives (v) At the Closing Date and at each Option Closing Date, the duly executed and delivered opinion (addressed to the Underwriters) of Driver, McAfee, Hawthorne & Diebenow, PLLC, counsel for the Company with respect to certain intellectual property matters, dated as of the Closing Date and each Option Closing Date, if any, and in form and substance satisfactory to the Representative; (viiivi) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative Representatives from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representative; andrequired by Exhibit C attached hereto; (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (x) Prior to the Closing Date, the Company shall have furnished to the Underwriters such further information, certificates and documents as the Underwriters may reasonably request.

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

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, to the Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 4.0% of the Closing Warrants andShares issued on such Closing Date, as to and at each Option Closing Date, if any, to the applicable Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 4.0% of the Option WarrantsShares issued on such Option Closing Date, as applicable, in each case, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $ 2, subject to adjustment therein, and be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for registered in the accounts name of the several Underwriters;Representative (or its designees), otherwise on the same terms as the Closing Warrants; 2 125% of the per share purchase price (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiv) At the Closing Date, a legal opinion of U.S. Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, letter in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinionopinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (vi) At the Closing Date, including a negative assurance paragraphlegal opinion of Regulatory Counsel addressed to the Underwriters in form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (vii) At the Closing Date, a legal opinion of IP Counsel addressed to the Underwriters in form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) At the Closing Date, a legal opinion of Canadian Counsel addressed to the Underwriters in form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (ix) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, dated as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit A attached hereto; (xi) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; and (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

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

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to the applicable Representative only, an Underwriter Warrant to purchase up to a number of shares of Common Stock equal to 5% of the Closing Shares and Option WarrantsShares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Underwriter Warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for have an exercise price of $[__], subject to adjustment therein, and registered in the accounts name of the several UnderwritersRepresentative; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiiii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinions of intellectual property counsel to the Company and FDA legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

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

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

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

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

Deliveries. The Company shall deliver or cause to be delivered to the Representative or each Underwriter (if applicableas the case may be) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters as directed by the Representative; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, Date by the Closing Warrants andCompany, as to each Option Closing Dateapplicable, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwritersany Pre-Funded Warrants in certificated form; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viv) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the each Option Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory addressed to the RepresentativeUnderwriters, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory acceptable to the Representative; (viiivi) Contemporaneously herewithAt the Closing Date and each Option Closing Date, a legal opinion of IP Counsel, including without limitation, a negative assurance letter, addressed to the Underwriters, in form and substance reasonably acceptable to the Representative; (vii) As of the Execution Date, a “cold comfort comfort” letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects acceptable to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (viii) On the Closing Date and on each Option Closing Date, a duly executed and delivered Officer’s Certificate, in a form reasonably acceptable to the Representative; (ix) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officercertificate executed by the officer of the Company responsible for the Company’s Certificateregulatory affairs, in the a form and substance reasonably satisfactory acceptable to the Representative; (x) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, in the a form and substance reasonably satisfactory acceptable to the Representative; and (xi) Contemporaneously herewithOn or prior to the Execution Date, the duly executed and delivered Lock-Up Agreements.

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

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing as applicable, any Pre-Funded Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, evidence the Class C Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delawareseveral Underwriters; (vd) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of Common Shares equal to 2.5% of the Closing Securities and Option Securities (except for Option Purchase Warrants) issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $0.6875, subject to adjustment therein, and registered in the name of the Representative, otherwise on substantially the same terms as the Class C Warrants; (e) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vif) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the customary form and substance reasonably satisfactory acceptable to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinions from Company Counsel in form and substance reasonably satisfactory to the Representative and, with respect to the Subsidiaries, at the Closing Date and each Option Closing Date, if any, the favorable opinions of foreign legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to counsel for the Representative; (viiig) Contemporaneously herewithwith the execution of this Agreement, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixh) On the Closing Date and on each Option Closing Date, a duly executed and delivered certificate of the Chief Executive Officer and Chief Financial Officer of the Company, in customary form reasonably acceptable to the Representative; (i) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the Secretary of the Company, in the customary form and substance reasonably satisfactory acceptable to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xij) Contemporaneously herewith, the Lock-Up Agreements, duly executed and delivered by the Lock-Up AgreementsParties; and (k) Such other certificates, opinions or documents as the Representative may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to Date and each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory letter addressed to the RepresentativeUnderwriters, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiiii) At the Closing Date and on each Option Closing Date, as applicable, to the Representative or its permitted designees, a Common Stock purchase warrant (the “Representative’s Warrant”) to purchase up to a number of shares of Common Stock (the “Representative’s Warrant Shares”) equal to five percent (5%) of the Closing Shares or Option Shares (as the case may be) issued on the Closing Date or such Option Closing Date, which Representative’s Warrant shall have an exercise price of $_____1, subject to adjustment therein. 1 100% of the public offering price (iv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (xvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

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

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

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

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing DateDate to the Representative or its permitted designees, a warrant (the “Underwriter’s Warrant”) to purchase up to a number of Ordinary Shares (the “Underwriter’s Warrant Shares”) equal to 5.0% of the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At Securities issued on the Closing Date, evidence for the account of the filing Representative (or its designees), which Warrant shall have an exercise price of $____2, subject to adjustment therein and acceptance to compliance with FINRA Rule 5110, and registered in the name of the Certificate Representative, otherwise on the same terms as the Closing Warrants; 2 Insert price that equals 125% of Designation from the Secretary of State of Delaware;Share Purchase Price. (viv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viv) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent Date and conversion agent for the Preferred Stock; (vii) At the each Option Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, addressed to the Underwriters, in the form and substance reasonably satisfactory acceptable to the Representative, ; (vi) At the Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company legal opinion of Israeli Counsel addressed to the Underwriters in form and substance reasonably satisfactory acceptable to the Representative; (vii) At the Closing Date and each Option Closing Date, a legal opinion of IP Counsel addressed to the Underwriters, in form and substance reasonably acceptable to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory acceptable to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory acceptable to the Representative; ; (xi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Regulatory Certificate, in form and substance reasonably acceptable to the Representative: and (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

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

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

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing E Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Closing F Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters (v) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a warrant (the “Representative Warrant”) in the form attached hereto as Exhibit E, to purchase up to a number of shares of Common Stock equal to 5.0% of the Closing Shares, Preferred Shares and Option Shares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Representative Warrant shall have an exercise price of $0.6875, subject to adjustment therein, and registered in the name of the Representative, otherwise on substantially the same terms as the Closing E Warrants; (vi) At the Closing Date, the Preferred Stock Agency Agreement and Warrant Agency Agreement duly executed by the parties thereto; (vii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiviii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form and substance reasonably satisfactory to the Representative, of Exhibit F attached hereto and as to each Option Closing Date, if any, a bring-down opinion, including a opinion and negative assurance paragraph, letter from Company Counsel in form and substance reasonably satisfactory to the Representative to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiix) Contemporaneously herewithAt the Closing Date, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Former Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixx) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit G attached hereto; (xxi) On the date hereof, the duly executed and delivered Lock Up Agreements; (xii) On the date hereof, the duly executed and delivered Voting Agreements; (xiii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit H attached hereto; and (xixiv) Contemporaneously herewithOn the Closing Date and on each Option Closing Date, the duly executed and delivered Lock-Up AgreementsChief Financial Officer’s Certificate, substantially in the form required by Exhibit I attached hereto.

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit in definitive form, in such denominations and registered in such names as the Underwriter or Withdrawal at Custodian system for the accounts of its designees request, to the several Underwriters; (iviii) At the Closing Date, evidence and each Option Closing Date, if any, to the underwriters, a Warrant to purchase up to a number of shares units of Common Stock and Warrants equal to five percent (5%) of the filing Closing Shares, and acceptance Option Shares and Closing Pre-Funded Warrants and Option Pre-Funded Warrants, and the Closing Warrants and the Option Warrants issued on such Closing Date and Option Closing Date, as applicable, for the accounts of the Certificate Representative and Dxxxxx Xxxxx Securities, Inc (or their designees), which Warrant shall have an exercise price of Designation from $____, subject to adjustment therein, and will otherwise be on the Secretary same terms as the Closing Warrants (except as otherwise required by FINRA Rule 5110), and registered in the names of State of Delawarethe Representative, Dxxxxx Xxxxx Xxxxxxxxxx, Inc., and/or their respective designees; (viv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (viiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinions of intellectual property legal counsel and FDA legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivi) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Prior Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit C attached hereto; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

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

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

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, to each Underwriter, a Warrant to purchase up to a number of shares of Common Stock equal to 10% of the Closing Shares purchased by such Underwriter on the Closing Date (excluding any shares of Common Stock underlying the Closing Warrants and, as to each and excluding any Option Closing Date, if any, the applicable Shares and any shares of Common Stock underlying any Option Warrants), for the account of each Underwriter (or its designees), which Warrant shall have an exercise price of $____, subject to adjustment therein, and be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for in certificated form registered in the accounts name of the several Underwriterseach Underwriter, in the form of Exhibit ___ hereto; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, substantially in the form of Exhibit A attached hereto and substance reasonably satisfactory as to the Representative, Closing Date and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representativerequired by Exhibit B attached hereto; (xvii) On At the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (viii) Contemporaneously herewith, the Warrant Agency Agreement duly executed by the Company and substance reasonably satisfactory to the RepresentativeTransfer Agent; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred SharesWarrants and, which shares shall be delivered as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to the applicable Representative only, a Warrant to purchase up to a number of Ordinary Shares equal to 5% of the Closing Shares and Option WarrantsShares issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for have an exercise price of $4.10, subject to adjustment therein, and registered in the accounts name of the several UnderwritersRepresentative, otherwise on the same terms as the Closing Warrants; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Cayman Counsel and Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraphletter, in the form and substance reasonably satisfactory to the Representative, Representative and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, opinion from Cayman Counsel and Company Counsel in form and substance reasonably satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form and substance reasonably satisfactory to the Representative; (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

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

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

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

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

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

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