Common use of Effectiveness and Events Requiring Notice to the Representatives Clause in Contracts

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus through and including the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier), and shall notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially reasonable efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus through until the later of nine (9) months from the Applicable Time and including the expiration date on which the Representatives’ Warrants are no longer outstanding, and will notify the Underwriters and holders of the Representatives’ Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier), and shall notify the Representatives immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleadingStatement, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially will make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement covering the issuance of the shares of Common Stock underlying the Representatives’ Warrants to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities shares underlying the Representatives’ Warrants for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or or, to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or or, to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially reasonable best efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities Shares for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially reasonable efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus through and including the expiration date of the Pre-Funded Warrants and Representatives Warrants (or the date that all of the Pre-Funded Warrants and Warrants have been exercised or duly calledexercised, if earlier), and shall notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or or, to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Firm Securities for offering or sale in any jurisdiction or of the initiation, or or, to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall will use its commercially reasonable best efforts to cause the Registration Statement to become and remain effective with a current prospectus through and including the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier), and shall will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement Statement, any Preliminary Prospectus or Prospectus, subject to Section 3.1; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event or existence of any condition during the period described in this Section 3(e) 3.4 hereof that, in the judgment of the CompanyCompany or its counsel, makes any statement of a material fact made in the Registration Statement, the Pricing Sale Preliminary Prospectus or and/or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make Statement, the statements therein not misleading, or (b) in the Pricing Sale Preliminary Prospectus or and/or the Prospectus in order to make the statements thereintherein (with respect to the Prospectus and Sale Preliminary Prospectus, in light of the circumstances under which they were made, ) not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially will make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement covering the issuance of the Ordinary Shares underlying the Representatives’ Warrants to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities shares underlying the Representatives’ Warrants for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall promptly notify the Representatives immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities Shares for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its make commercially reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement covering the issuance of the shares of Common Stock underlying the Representative Warrants to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities shares underlying the Representative Warrants for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially reasonable efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement covering the issuance of the Common Shares underlying the Representatives’ Warrants to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities Common Shares underlying the Representatives’ Warrants for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement covering the issuance of the Class A Shares underlying the Representatives’ Warrants to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities shares underlying the Representatives’ Warrants for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 4.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement covering the issuance of the shares of Common Stock underlying the Warrants and the Representatives’ Warrants to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities shares underlying the Warrants or the Representatives’ Warrants for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus through and including during the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier), Prospectus Delivery Period and shall notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending its use or the use of the Pricing Disclosure Package or any Issuer Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the ADSs, the Underlying Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state or foreign securities commission of any proceedings for the suspension of the qualification of the Underlying Shares or the Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the CommissionCommission with respect to the Registration Statement, Preliminary Prospectus or Prospectus; and (vi) of the happening of any event during the period described in this Section 3(e) 3.7 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (aA) the Registration Statement in order to make the statements therein not misleading, or (bB) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state or foreign securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus through and including the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier), and shall will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.4 hereof that, in the judgment of the CompanyCompany or its counsel, makes any statement of a material fact made in the Registration Statement, the Pricing Sale Preliminary Prospectus or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make Statement, the statements therein not misleading, or (b) in the Pricing Sale Preliminary Prospectus or the and Prospectus in order to make the statements therein, (with respect to the Prospectus and the Sale Preliminary Prospectus and in light of the circumstances under which they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially will make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement covering the issuance of the shares of Common Stock underlying the Warrants and Representatives’ Unit Purchase Option (and the shares of Common Stock underlying the Warrants included in the Representatives’ Unit Purchase Option) to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities shares underlying the Warrants and Representatives’ Unit Purchase Option (and the shares of Common Stock underlying the Warrants included in the Representatives’ Unit Purchase Option) for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) Section3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (aA) the Registration Statement in order to make the statements therein not misleading, or (bB) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement covering the issuance of the shares of Common Stock underlying the Representative Warrants to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately promptly and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities shares underlying the Representative Warrants for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially reasonable efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus through and including the expiration date of the Pre-Funded Warrants and Representatives Warrants (or the date that all of the Pre-Funded Warrants and Warrants have been exercised or duly calledexercised, if earlier), and shall notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or or, to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or or, to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall will use its commercially reasonable best efforts to cause the Registration Statement to become and remain effective with a current prospectus through and including the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier), and shall will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement Statement, any Preliminary Prospectus or Prospectus, subject to Section 3.1; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event or existence of any condition during the period described in this Section 3(e) 3.4 hereof that, in the judgment of the CompanyCompany or its counsel, makes any statement of a material fact made in the Registration Statement, the Pricing Sale Preliminary Prospectus or and/or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make Statement, the statements therein not misleading, or (b) in the Pricing Sale Preliminary Prospectus or and/or the Prospectus in order to make the statements thereintherein (with respect to the Prospectus and Sale Preliminary Prospectus, in light of the circumstances under which they were made, ) not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially will make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or or, to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or or, to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially reasonable best efforts to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall will use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus through and including the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier), and shall will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.6 hereof that, in the judgment of the CompanyCompany or its counsel, makes any statement of a material fact made in the Registration Statement, the Pricing Statutory Prospectus or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make Statement, the statements therein not misleading, or (b) in the Pricing Statutory Prospectus or the and Prospectus in order to make the statements therein, (with respect to the Prospectus and the Statutory Prospectus and in light of the circumstances under which they were made), not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially will make every reasonable efforts effort to obtain promptly the lifting of such order.. Roth Xxxital Partners, LLC _________, 2021

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement covering the issuance of the shares of Common Stock underlying the Warrants and Representatives’ Unit Purchase Option (and the shares of Common Stock underlying the Warrants included in the Representatives’ Unit Purchase Option) to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities shares underlying the Warrants and Representatives’ Unit Purchase Option (and the shares of Common Stock underlying the Warrants included in the Representatives’ Unit Purchase Option) for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (aA) the Registration Statement in order to make the statements therein not misleading, or (bB) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus through and including for at least nine (9) months after the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier)Applicable Time, and shall notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities Common Stock for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable efforts to cause the Registration Statement to remain effective with a current prospectus through and including the expiration date of the Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlier), and shall will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission or regulatory authority of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.4 hereof that, in the judgment of the Representative or the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus or the Prospectus untrue or that requires the making of any changes in (a) in the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any U.S. state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially will make every reasonable efforts effort to obtain promptly the lifting of such order.

Effectiveness and Events Requiring Notice to the Representatives. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to remain effective with a current prospectus through and including for the expiration date longer of (i) at least nine (9) months after the Applicable Time, or (ii) so long as the Representative’s Warrant is outstanding (unless the Company elects to register the Representative’s Warrants and Representatives Warrants (or the date all Warrants have been exercised or duly called, if earlieron a Form S-3 registration statement), and shall notify the Representatives immediately and confirm the notice in writing: (ia) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 3(e) 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Prospectus Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Prospectus Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially make every reasonable efforts effort to obtain promptly the lifting of such order.