Common use of Issuance of the Shares Clause in Contracts

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3.

Issuance of the Shares. Registration(a) The Company agrees that the Shares so purchased shall be and are deemed to be issued to the holder hereof as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such Shares as aforesaid. The Subject to the provisions of the preceding Section, within 10 business days after the rights represented by this Warrant shall have been exercised, the Company shall cause its transfer agent to issue the Shares are duly authorized so purchased to Purchaser in book-entry format and, when issued and paid for unless instructed otherwise in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed writing by the Holders, shall be credited to the Holder’s brokerage account through the DTC’s Deposit Withdrawal at Custodian system as indicated on the attached Exhibit A. Any reference in this Warrant to the issuance of a certificate or the certificates representing the Shares shall also be deemed a reference to the book-entry issuance of such Shares. Unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder hereof or its nominee within such time. (b) In addition to any other rights available to the Holder, if the Company fails to cause the Warrant Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date (as defined in the Warrant Agent Agreement), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm is required to purchase, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash or Shares, at the Company. The ’s exclusive option, to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Shares that the Company has reserved from its duly authorized capital stock was required to deliver to the maximum Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock issuable pursuant that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to this Agreementcover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000 in cash or shares of Common Stock, at the exclusive option of the Company. The offering and sale Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Shares is being made pursuant to the Registration StatementBuy-In and, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge upon request of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements evidence of the Securities Act, and did not and will not contain any untrue statement amount of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3such loss.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreementthe applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, Statement in conformity with the requirements of the Securities Act Act, which became effective on November 16, 2010 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared is effective by under the Commission, Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed Company, if required by the rules and regulations of the Commission, proposes to file the Prospectus Supplement with the Commission pursuant to Rule 424424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement)thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreementthe applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, Statement in conformity with the requirements of the Securities Act Act, which became effective on October 31, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared is effective by under the Commission, Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and each of the Prospectus Supplement and the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement)thereto, at the time each of the Prospectus Supplement and the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The Company was at the time of the filing of the Registration Statement, the Company was Statement eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3F-3. The Company is eligible to use Form S-3 F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering, as set forth in General Instruction I.B.l I.B.1 of Form S-3F-3.

Issuance of the Shares. Registration. The issuance of the Shares are has been duly authorized andand the Common Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid, and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by this AgreementAgreement and Liens, if any, created by a Purchaser, and shall not be subject to preemptive or similar rights. The issuance of the Underlying Shares has been duly authorized and the Underlying Shares, if and when issued in accordance with the terms of the Certificate of Incorporation and the Non-Voting Common Stock Certificate of Amendment, will be duly and validly issued, fully paid and nonassessable, non-assessable and free and clear of all Liens Liens, other than restrictions on transfer imposed by the Companyapplicable securities Laws, restrictions contemplated by this Agreement and Liens, if any, created by a Purchaser, and shall not be subject to preemptive or similar rights. The Company has reserved from its issuance of the shares of Non-Voting Common Stock into which the shares of Series C Preferred Stock are convertible will, upon receipt of the Shareholder Approval and filing of the Non-Voting Common Stock Certificate of Amendment, have been duly authorized capital stock and the maximum number of shares of Non-Voting Common Stock issuable pursuant to this Agreement. The offering into which the shares of Series C Preferred Stock are convertible, if and sale when issued in accordance with the terms of the Shares is being made pursuant to Non-Voting Common Stock Certificate of Amendment, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by this Agreement and Liens, if any, created by the Registration Statement, the Prospectus and the Prospectus SupplementPurchasers, and all shall not be subject to preemptive or similar rights. Assuming the accuracy of the Shares will, following the Closing, be freely transferable representations and freely tradeable by each warranties of the Purchasers on the Trading Market without restrictionin this Agreement, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared will be issued in compliance with all applicable federal and filed the Registration Statement, including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3securities Laws.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The Company was at the time of the filing of the Registration Statement, the Company was Statement eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use a Registration Statement on Form S-3 under the Securities Act and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3.

Issuance of the Shares. Registration. The issuance of the Shares are has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid, and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities laws, restrictions contemplated by this AgreementAgreement and Liens, if any, created by a Purchaser, and shall not be subject to preemptive or similar rights. The issuance of the shares of Common Stock into which the shares of Series C Preferred Stock and Non-Voting Common Stock, as applicable, are convertible into have been duly authorized and, if and when issued in accordance with the terms of the Articles of Incorporation, will be duly and validly issued, fully paid and nonassessable, non-assessable and free and clear of all Liens Liens, other than restrictions on transfer imposed by the Companyapplicable securities Laws, restrictions contemplated by this Agreement and Liens, if any, created by a Purchaser, and shall not be subject to preemptive or similar rights. The Company has reserved from its issuance of the shares of Non-Voting Common Stock into which the shares of Series C Preferred Stock are convertible will, upon receipt of the Shareholder Approval and filing of the Fifth Articles of Amendment, have been duly authorized capital stock and the maximum number of shares of Non-Voting Common Stock issuable pursuant to this Agreement. The offering into which the shares of Series C Preferred Stock are convertible, if and sale when issued in accordance with the terms of the Shares is being made pursuant to the Registration StatementArticles of Incorporation, the Prospectus will be duly and the Prospectus Supplementvalidly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by this Agreement and Liens, if any, created by a Purchaser, and all shall not be subject to preemptive or similar rights. Assuming the accuracy of the Shares will, following the Closing, be freely transferable representations and freely tradeable by each warranties of the Purchasers on the Trading Market without restrictionin this Agreement, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared will be issued in compliance with all applicable federal and filed the Registration Statement, including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3securities laws.

Issuance of the Shares. Registration. The Shares are have been duly authorized and, when issued and paid for in accordance with this Agreementthe Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by other than restrictions on transfer provided for in the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this AgreementTransaction Documents. The Registration Statement has been declared is effective by under the Commission, Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement)thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The Company was at the time of the filing of the Registration Statement, the Company was Statement eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3F-3. The Company is eligible to use Form S-3 F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.l I.B.5 of Form S-3F-3.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, |US-DOCS\139083198.5|| including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreementthe applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, Statement in conformity with the requirements of the Securities Act Act, which became effective on September 18, 2023 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared is effective by under the Commission, Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement)thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3.

Issuance of the Shares. Registration(a) MDCV agrees that the Shares purchased upon exercise of this Warrant shall be and are deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered and the payment made for such Shares as aforesaid. The Subject to the provisions of Section 3(B), certificates for the Shares are duly authorized so purchased shall be delivered to the Holder within a reasonable time not exceeding fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, when issued and paid unless this Warrant has expired, a new Warrant representing the right to purchase the number of Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time. (b) Notwithstanding the foregoing, however, MDCV shall not be required to deliver any certificate for Shares upon exercise of this Warrant except in accordance with exemptions from the applicable securities registration requirements or registrations under applicable securities laws. Such Holder shall also provide MDCV with written representations from the Holder and the proposed transferee satisfactory to MDCV regarding the transfer or, at the election of MDCV, an opinion of counsel reasonably satisfactory to MDCV to the effect that the proposed transfer of this AgreementWarrant or disposition of Shares may be effected without registration or qualification (under any federal or state law) of this Warrant or the Shares. Upon receipt of such written notice and either such representations or opinion by MDCV, such Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the Shares, all in accordance with the terms of the notice delivered by such Holder to MDCV, provided that an appropriate legend, if any, respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for the Shares. Nothing herein, however, shall obligate MDCV to effect registrations under federal or state securities laws. If exemptions are not available when the Holder seeks to exercise the Warrant, the Warrant exercise period will be duly and validly issuedextended, fully paid and nonassessableif need be, free and clear of all Liens imposed by to prevent the Company. The Company has reserved Warrant from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statementexpiring, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restrictionuntil such time as exemptions are available, and the Shares Warrant shall not bear any restrictive legends then remain exercisable for a period of at least thirty (electronic or otherwise)30) calendar days from the date MDCV delivers to the Holder written notice of the availability of such exemptions. The Company has prepared Holder agrees to execute such documents and filed the Registration Statementmake such representations, including the Prospectuswarranties, in conformity and agreements as may be required solely to comply with the requirements exemptions relied upon by MDCV for the issuance of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3Shares.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreementthe applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, Statement in conformity with the requirements of the Securities Act Act, which became effective on October 31, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared is effective by under the Commission, Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed Company, if required by the rules and regulations of the Commission, shall file the Preliminary Prospectus Supplement and the Prospectus Supplement with the Commission pursuant to Rule 424424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and each of the Preliminary Prospectus Supplement, the Prospectus Supplement and the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement)thereto, at the time each of the Preliminary Prospectus Supplement, the Prospectus Supplement and the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The Company was at the time of the filing of the Registration Statement, the Company was Statement eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3F-3. The Company is eligible to use Form S-3 F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering, as set forth in General Instruction I.B.l I.B.1 of Form S-3F-3.