Common use of Nature and Purchase of Firm Securities Clause in Contracts

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●·] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (eachstock, a “Firm Share” and collectively, the “Firm Shares”), no par value $0.0001 per share (the “Common Stock”) or a pre-funded ), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each each, a “Pre-funded Warrant” and collectively”), the “Pre-funded Warrants”or an aggregate of [·] ([·]) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant Warrants to purchase one (1) share an aggregate of [·] shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Warrants”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to as may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”).” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price set forth on Schedule 1 attached hereto (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) $[●] (or 92.0% shall have the respective meanings ascribed to such terms in Rule 12b-2 of the Public Purchase Price for one General Rules and Regulations under the Exchange Act (1) Unit) for each Unit including a Firm Share or as defined below), as in effect on the date of this Agreement and (ii) $[●] (or 92.0% of the Public Purchase Price for one Unitas to Eastern Capital, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrant.shall also include,

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock shares (each, a “Firm Share” and collectivelyin the aggregate, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.0002 per share (the “Common Stock”) or a and/or pre-funded warrant warrants (each, a “Firm Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase one share of Common Stock at an exercise price of $0.0002 per share (each a “Pre-funded Warrant” and collectively, the “Pre-funded WarrantsFunded Warrant Shares”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (until such time as the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Funded Warrants are referred exercised in full, subject to adjustment as provided in the “Firm SecuritiesPre-Funded Warrants.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per Firm Share (or 92.093.0% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) offering price), $[●•] per Firm Pre-Funded Warrant (or 92.093.0% of the Public Purchase Price for one Unit, per Firm Share offering price less $0.0002). The Firm Shares and the exercise price per Firm Pre-funded Warrant Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units (the “Firm Units”), each Firm Unit consisting of one share (ia “Firm Share”) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the “Common Stock”) or a pre-funded ), and one warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”). Each Warrant will be exercisable for a period of five (5) in lieu thereof, (ii) one-tenth (1/10) years at an exercise price of a Series A common warrant to purchase one (1) $[•] per share of Common Stock Stock, subject to adjustment as provided therein. The Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in the form of warrant agreement (the “Series A WarrantWarrant Agreement”) and (iii) one-tenth (1/10) of a Series B common included as an exhibit to the warrant to purchase one (1) share of Common Stock agency agreement (the “Series B Warrant” andWarrant Agency Agreement”), each of dated on or before the Series A Warrant Closing Date, between the Company and Series B WarrantContinental Stock Transfer & Trust Company, a “Common Warrant,” and collectively, as warrant agent (the “Common WarrantsWarrant Agent”), in the form filed as Exhibit 4.3 to the Registration Statement (as defined in Section 2.1.1 below). The Firm Shares, Shares and Warrants comprising the Pre-funded Warrants, and the Common Warrants Firm Units are hereinafter referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per Firm Unit (or 92.092.5% of the Public Purchase Price for one (1) Unit) for each per Firm Unit including a offering price). The Firm Share or (ii) $[●] (or 92.0% Units are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per PreProspectus (as defined in Section 2.1.1 hereof) and on Schedule 2-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantA hereto.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock shares (each, a “Firm Share” and collectively, the “Firm Shares”)) of the Company’s common shares, no par value $0.0001 per share (the “Common StockShares”) or a pre-funded warrant to purchase ). For every one share of Common Stock (each a “Pre-funded Warrant” Firm Share issued and collectivelysold by the Company, the “Pre-funded Warrants”) in lieu thereof, Company shall issue and sell to the several Underwriters one warrant (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warranteach, a “Common Warrant,” and collectivelycollectively as the “Warrants”). Each Warrant shall entitle its holder to purchase one Common Share at an exercise price of $[●] per share (120% of the public offering price per Firm Share in the Offering), or an aggregate of [●] Warrants to purchase an aggregate of [●] Common Shares (the “Firm Warrants” and together with the Firm Shares, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to shall be sold together as a unit (each a “Firm Unit” and collectively the “Firm SecuritiesUnits”), consisting of one Firm Share and one Firm Warrant. The Firm Shares and the Firm Warrants will be separated immediately upon issuance. The Warrants will not be listed for trading on the Nasdaq CM and will expire [60] months from the date of issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] per Firm Unit (92.5% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or and (ii) $[●] (or 92.0% 0.0001 per each Firm Warrant. The Firm Units are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●[ ] units Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of (i) one (1) share of the Company’s common stock (eachstock, a “Firm Share” and collectively, the “Firm Shares”), no par value $0.0001 per share (the “Common Stock”) or ), and a pre-funded warrant warrant, in the form filed as Exhibit [ ] to the Registration Statement (as defined below), to purchase one share of Common Stock (each each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), and an aggregate of [ ] Class B Units (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warranteach, a “Common Warrant,Class B Unit” and collectively, the “Common WarrantsClass B Units”), each Class B Unit consisting of one share of Series B Convertible Preferred Stock, no par value per share (the “Preferred Stock”), and a Warrant to purchase the number of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering price. Each Warrant shall be exercisable for a period of five (5) years at an exercise price of $[ ] per share, subject to adjustment as provided in the Warrants. The Firm Shares, the Pre-funded Warrants, [ ] Class A Units and the Common Warrants [ ] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at the a purchase price of $[ ] per Class A Unit (i) $[●] (or 92.093% of the Public Purchase Price for one per Class A Unit offering price) and $[ ] per Class B Unit (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, less per Class B Unit offering price). The Firm Securities are to be offered initially to the exercise price per Pre-funded Warrant public as units at the respective offering prices set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●(i) [ ● ] units Series A Units (the “Firm Series A Units”), each Firm Series A Unit consisting of (i) one (1) share of the Company’s common stock (eachstock, a “Firm Share” and collectively, the “Firm Shares”), par per value $0.0001 0.01 per share (the “Common Stock”) or ), and one warrant (each, a pre-funded warrant “Warrant” and collectively, the “Warrants”), each Warrant to purchase one share of Common Stock at an exercise price of [ ● ] per share and (ii) [ ● ] Series B Units (the “Firm Series B Units”), each Firm Series B unit consisting of one share of Series A Convertible Preferred Stock (the “Preferred Shares”) and [ ● ] Warrants, each Warrant to purchase one share of common stock, or an aggregate of [ ● ] Warrants to purchase an aggregate of [ ● ] shares of Common Stock. The Firm Series A Units and the Firm Series B units (each, a “Pre-funded WarrantFirm Security” and and, collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsFirm Securities”). The securities comprising the Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm SecuritiesSecurities will be separately transferable immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Series A Units and Firm Series B Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[ ● ] per Firm Security (i) $[●] (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% Security offering price). The Firm Units are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units shares (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” ”, and collectivelyin the aggregate, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) or a ), an aggregate of [●] pre-funded warrant warrants (each, a “Firm Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase one share of Common Stock Stock, at an exercise price of $0.01 per Firm Pre-Funded Warrant, until such time as the Firm Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Firm Pre-Funded Warrant Certificate (each as defined in Section 1.2.1), and an aggregate of [●] warrants (each, a “Pre-funded Firm Warrant” ”, and collectivelyin the aggregate, the “Pre-funded Firm Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (; the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Firm Pre-funded Funded Warrants and the Firm Warrants, and the Common Warrants are referred to as the “Firm Securities”) to purchase shares of Common Stock at an exercise price of $[●] per Firm Warrant, for a period of five (5) years, subject to adjustment as provided in the Warrant Agreement (as defined in Section 1.2.1).” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares, Firm Pre-Funded Warrants and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●] per Firm Share and accompanying Firm Warrant (or 92.092.5% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) offering price, allocated as $[●] per Firm Share and $[●]per Firm Warrant) and $[●]per Firm Pre-Funded Warrant and accompanying Warrant (or 92.092.5% of the Public Purchase Price for one Unitper Firm Share offering price minus $0.01, less the exercise price allocated as $[●] per Firm Pre-funded Funded Warrant and $[●] per Firm Warrant). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, an aggregate of [●] 120,000,000 units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth half (1/101/2) of a Series A Class C-1 common warrant to purchase one (1) share of Common Stock (the “Series A Class C-1 Warrant”) and (iii) one-tenth one (1/101) of a Series B Class C-2 common warrant to purchase one (1) share of Common Stock (the “Series B Class C-2 Warrant” and, each of the Series A Class C-1 Warrant and Series B Class C-2 Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] 0.0465 (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] 0.0372 (or 92.093% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.0010.01) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”) of CCC’s common stock, par value $0.001 per share (the “ Common Stock”). For every one Firm Share issued and sold by the Company and the Selling Stockholders, the Company shall issue and sell to the several Underwriters one warrant to purchase one-half share of Common Stock at an exercise price of $[•] per whole share [140.0% of the public offering price per share of Common Stock in the Offering] (each, a “Warrant”), each consisting or an aggregate of [•] Warrants to purchase an aggregate of [•] shares of Common Stock (i) one (1) share of the Company’s common stock “Firm Warrants”). The Firm Shares and the Firm Warrants will be purchased separately and will be separately tradable immediately upon the issuance (each, a “Firm ShareSecurity” and collectively, the “Firm SharesSecurities”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company and the Selling Stockholders the number of Units Firm Securities, or in case of the Selling Stockholders, Firm Shares, set forth opposite their respective names on Schedule 1 4 attached hereto and made a part hereof at the an aggregate purchase price of (i) $[●•] per Firm Share and related Firm Warrant (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% offering price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”) of CCC’s common stock, par value $0.001 per share (the “ Common Stock ”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one-half share of Common Stock at an exercise price of $[•] per whole share [140.0% of the public offering price per share of Common Stock in the Offering] (each, a “Warrant”), each consisting or an aggregate of [•] Warrants to purchase an aggregate of [•] shares of Common Stock (i) one (1) share of the Company’s common stock “Firm Warrants”). The Firm Shares and the Firm Warrants will be purchased separately and will be separately tradable immediately upon the issuance (each, a “Firm ShareSecurity” and collectively, the “Firm SharesSecurities”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 2 attached hereto and made a part hereof at the an aggregate purchase price of (i) $[●•] per Firm Share and related Firm Warrant (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% offering price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units 3,000,000 shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.0002 per share (the “Common Stock”) or a ), and an aggregate of 9,500,000 pre-funded warrant to purchase one share of Common Stock warrants (each a “Pre-funded Warrant” and collectively, the “Pre-funded Funded Warrants”) in lieu thereof, the form filed as an exhibit to the Registration Statement (iias hereinafter defined) one(the “Pre-tenth (1/10Funded Warrant Agreement”) exercisable into an aggregate of a Series A common warrant to purchase one (1) share 9,500,000 shares of Common Stock (the “Series A WarrantWarrant Shares”) and (iii) one-tenth (1/10) of a Series B common warrant ), together with Common Stock purchase warrants to purchase one (1) share up to an aggregate of 6,250,000 shares of Common Stock (the “Series B Warrant” andFirm Warrants”) which shall have an exercise price of $1.584, each of subject to adjustment as provided in the Series A Warrant Agent Agreement between the Company and Series B Warrant, a “Common Warrant,” and collectively, Continental Stock Transfer & Trust Company as warrant agent (the “Common WarrantsWarrant Agent Agreement”). The Firm Shares, the Firm Warrants and the Pre-funded Warrants, and the Common Funded Warrants are referred to herein as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $1.3392 per share of Common Stock (i) $[●] (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or offering price), $1.3392 per Pre-Funded Warrant (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Funded Warrant offering price) and $0.0093 per Firm Warrant. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units (i) Series A Units (the “Firm Series A Units”), each Firm Series A Unit consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded ), and one warrant to purchase one share of Common Stock (each each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) of a Series A common each warrant to purchase one (1) share of Common Stock at an exercise price of $[ ] per share and (ii) [•] Series B Units (the “Firm Series A WarrantB Units”) each Firm Series B Unit consisting of one share of Series [•] Convertible Preferred Stock (the “Preferred Shares”) and (iii) one-tenth (1/10) of a Series B common warrant [•] Warrants, each Warrant to purchase one (1) share of Common Stock (the each, a “Series B WarrantFirm Security” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsFirm Securities”). The securities comprising the Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm SecuritiesSecurities will be separately transferable immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Series A Units and Firm Series B Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per Firm Series A Unit (or 92.093% of the Public Purchase Price for one per Firm Series A Unit offering price) and [•] per Firm Series B Unit (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, less Firm Series B Unit offering price). The Firm Securities are to be offered initially to the exercise public at the offering price per Pre-funded Warrant set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●____] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded ). For every two Firm Shares issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one [one] share of Common Stock at an exercise price of $______ per share (each 125.0% of the public offering price per Firm Security in the Offering) (each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) or an aggregate of a Series A common warrant _______ Warrants to purchase one (1) share an aggregate of ___________shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,Firm Warrants” and collectively, together with the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as “Firm Securities”). Each Firm Warrant shall be exercisable for a period of [five (5)] years at an exercise price of $[____] (the “Firm SecuritiesWarrant Exercise Price”), subject to adjustment as provided in the agreement evidencing the Firm Warrant. The Firm Shares and the Firm Warrants will be separated immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●___] per Firm Security (or 92.0% [93]% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% Security public offering price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units 5,100,000 Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the “Common Stock”) or ), and a pre-funded warrant warrant, in the form filed as Exhibit A to Exhibit 4.6 to the Registration Statement (as defined in Section 2.1.1 below), to purchase one share of Common Stock (each each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), and an aggregate of 8,225 Class B Units (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warranteach, a “Common Warrant,Class B Unit” and collectively, the “Common WarrantsClass B Units”), each Class B Unit consisting of one share of Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into 4,000 shares of Common Stock at a conversion price of $0.25 per share, subject to adjustments and Warrants to purchase up to 4,000 shares of Common Stock . Each Warrant shall be exercisable for a period of five (5) years at an exercise price of $0.25 per share, subject to adjustment as provided in the Warrants. The Firm Shares, the Pre-funded Warrants, 5,100,000 Class A Units and the Common Warrants 8,225 Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at the a purchase price of $0.2325 per Class A Unit (i) $[●] (or 92.093% of the Public Purchase Price for one per Class A Unit offering price) and $930.00 per Class B Unit (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, less per Class B Unit offering price). The Firm Securities are to be offered initially to the exercise price per Pre-funded Warrant public as units at the respective offering prices set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)ordinary shares, par value $0.0001 0.80 New Israeli Shekels (“NIS”) per share (the “Common Stock”) or a pre-funded ). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one one-half (1/2) share of Common Stock in the form attached hereto as Exhibit A (each each, a “Pre-funded Firm Warrant” and collectively”), the “Pre-funded Warrants”or an aggregate of [•] ([•]) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant warrants to purchase one an aggregate of [•] (1[•]) share shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Warrants”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are collectively referred to as the “Firm Securities”.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per share (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including per Firm Securities offering price); provided, however, the Underwriters shall purchase any Firm Securities to be offered to any person or persons controlling, controlled by or under common control with the Company at a Firm Share or (ii) purchase price of $[●•] per share (or 92.095% of the Public Purchase Price for one Unit, less per Firm Securities offering price). The Firm Securities are to be offered initially to the exercise public at the offering price per Pre-funded Warrant set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock shares (each, a “Firm Share” and collectively, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) or a pre-funded warrant ). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters two warrants to purchase one share of Common Stock each at an exercise price of $[•] per share (each 115% of the public offering price per Firm Security in the Offering) (each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) or an aggregate of a Series A common warrant [•] Warrants to purchase one (1) share an aggregate of [•] shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,Firm Warrants” and collectivelytogether with the Firm Shares, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to as the “Firm Securitieswill be separated immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per combined Firm Share and Firm Warrant (or 92.093% of the Public Purchase Price for one (1per Firm Security public offering price) Unit) for each Unit including a Firm Share or (ii) which shall be allocated as $[●•] per share of Common Stock (or 92.0% the “Share Purchase Price”) and $[•] per warrant (the “Warrant Purchase Price”). The Firm Securities are to be offered initially to the public at the combined offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, Underwriter an aggregate of [●] units units, (each, a “Unit” and collectively, the “Units”), with each consisting Unit comprised of (i) one share of Common Stock (1the “Common Stock”) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common StockFirm Shares”) or a pre-funded and (ii) one warrant in the form of Exhibit A to purchase one share of Common Stock at an exercise price of $[●] per share (each a “Pre-funded Warrant” and collectively, 100% of the “Pre-funded Warrants”offering price per Unit) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The purchase price for one Unit shall be $[●]. The Units are to be offered initially to the public at the offering price as set forth on Schedule 2-A hereto the cover page of the Prospectus (the “Public Purchase Price”as defined in Section 2.1.1 hereof). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) for each Unit will be allocated at $[●] per Firm Share and $[0.01] per Firm Warrant. (or 92.0iii) To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 4.99% (or, at the election of the Public Purchase Price purchaser, 9.99%) of the outstanding shares of Common Stock, the Company agrees to issue the Underwriter, for delivery to such purchasers, at the election of the purchasers, a number of shares of pre-funded Units (the “Firm Pre-Funded Units”, together with the Units, the “Closing Units”). Each Firm Pre-Funded Unit consists of: (i) one pre-funded warrant exercisable for one share of Common Stock in the form of Exhibit B (1the “Firm Pre-Funded Warrant” and collectively with the Firm Shares and Firm Warrants, the “Firm Securities”) Unit) for each Unit including a Firm Share or and (ii) one Firm Warrant. (iv) The purchase price of each Pre-Funded Unit will be equal to the price per Unit being sold in the Offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit will be $0.0001 per share. The purchase price for each Pre-Funded Unit will be allocated as $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Funded Warrant of and $0.001) for each Unit including a Pre-funded [0.01] per Firm Warrant.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, Underwriter an aggregate of [●•] units shares (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the Underwriter: (i) or a pre-funded one Class A warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each a “Pre-funded Firm Class A Warrant” and collectively, the “Pre-funded Firm Class A Warrants”) in lieu thereof, and (ii) one-tenth (1/10) of a Series A common one Class B warrant to purchase one-half of one (1) share of Common Stock at an exercise price of $[•] per share ([•]% of the “Series A Warrant”public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) and (iii) one-tenth (1/10) hereof), or an aggregate of a Series [•] Class B common warrant warrants to purchase one (1) share an aggregate of [•] shares of Common Stock (the each a “Series Firm Class B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants”). The Each combined Firm Shares, the Pre-funded Warrants, Share and Firm Warrant is referred to herein individually as a “Firm Security” and the Common Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares, the Firm Class A Warrants and the Firm Class B Warrants will be separated immediately upon issuance. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter an aggregate of [•] shares (each a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the Underwriter one warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof), or an aggregate of [•] warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Warrant” and collectively, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares and Firm Warrants will be separated immediately upon issuance. (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number Firm Securities at a purchase price of Units $[•] per Firm Security ([93]% of the per Firm Security offering price). The Firm Securities are to be offered initially to the public at the offering price set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% cover page of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock shares (each, a “Firm Share” and collectively, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.025 per share (the “Common Stock”) or a pre-funded ). For every [one] Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters [one] warrant to purchase one [one] share of Common Stock at an exercise price of $[●] per share (each 125.0% of the public offering price per Firm Share in the Offering) (each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) or an aggregate of a Series A common warrant [●] Warrants to purchase one (1) share an aggregate of [●] shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,Firm Warrants” and collectivelytogether with the Firm Shares, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to as the “Firm Securitieswill be separated immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●] per combined Firm Share and Firm Warrant (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) Security public offering price), which is equal to the sum of $[●] (or 92.0% per Firm Share and [●] per Firm Warrant. The Firm Securities are to be offered initially to the public at the offering prices set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, (a) an aggregate of [●] units Class A Units (each, a “Class A Unit” and, collectively, the “Class A Units”), each Class A Unit consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 per share (the “Common Stock”) or and a pre-funded warrant warrant, in the form filed as Exhibit __ to the Registration Statement (as defined in Section 2.1.1 below), to purchase one share of Common Stock (each each, a “Pre-funded Firm Warrant” and and, collectively, the “Pre-funded Firm Warrants”) in lieu thereof), (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iiib) one-tenth an aggregate of [●] Class B Units (1/10) of each, a Series “Class B common warrant to purchase one (1) share of Common Stock (the “Series B WarrantUnit” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsClass B Units”), each Class B Unit consisting of one share of the Company’s Series C convertible preferred stock (the “Preferred Stock”) and a Firm Warrant to purchase one share of Common Stock. Each Firm Warrant shall be exercisable for a period of five (5) years at an exercise price of $[●] per share, subject to adjustment as provided therein. The Firm Shares, the Pre-funded Warrants, [●] Class A Units and the Common Warrants [●] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the hereof. The purchase price of (i) for one Class A Unit shall be $[●] (or 92.0% of and the Public Purchase Price purchase price for one (1) Unit) for each Class B Unit including a Firm Share or (ii) shall be $[●] (or 92.0% ]. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●[ ] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.0002 per share (the “Common Stock”) or a ), and an aggregate of [ ] pre-funded warrant to purchase one share of Common Stock warrants (each a “Pre-funded Warrant” and collectively, the “Pre-funded Funded Warrants”) in lieu thereof, the form filed as an exhibit to the Registration Statement (iias hereinafter defined) one(the “Pre-tenth (1/10Funded Warrant Agreement”) exercisable into an aggregate of a Series A common warrant to purchase one (1) share [ ] shares of Common Stock (the “Series A WarrantWarrant Shares”) and (iii) one-tenth (1/10) of a Series B common warrant ), together with Common Stock purchase warrants to purchase one (1) share up to an aggregate of [ ] shares of Common Stock (the “Series B Warrant” and, each Firm Warrants”) which shall have an exercise price of $[110% of the Series A offering price], subject to adjustment as provided in the Warrant Agent Agreement between the Company and Series B Warrant, a “Common Warrant,” and collectively, Continental Stock Transfer & Trust Company as warrant agent (the “Common WarrantsWarrant Agent Agreement”). The Firm Shares, the Firm Warrants and the Pre-funded Warrants, and the Common Funded Warrants are referred to herein as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[ ] per share of Common Stock (i) $[●] (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or offering price), $[ ] per Pre-Funded Warrant (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Funded Warrant offering price) and $0.0093 per Firm Warrant. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded ). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock at an exercise price of $[ ] per share (each each, a “Pre-funded ” Firm Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, or an aggregate of [ ] (ii[ ]) one-tenth (1/10) of a Series A common warrant warrants to purchase one (1) share an aggregate of [ ] shares of Common Stock (the “Series A WarrantFirm Warrants”) and (iii) one-tenth (1/10) , a form of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” andwhich is attached hereto as Exhibit A, each of the Series A Warrant Firm Shares and Series B Warrantthe Firm Warrants, a “Common Warrant,Firm Security” and and, collectively, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[•] per Firm Share and $[•] per Firm Warrant (which, for the avoidance of doubt, equals 93% of the per Firm Share and Firm Warrant public offering price). The Firm Shares and Firm Warrants are to be offered to the public at the offering price as set forth on Schedule 2-A hereto the cover page of the Prospectus (as defined in Section 2.1.1 below) (the “Public Purchase Offering Price” with respect to the Firm Shares and the “Warrant Public Offering Price” with respect to the Firm Warrants”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)shares, par value $0.0001 CHF 0.20 per share (the “Common Stock”) or a ” and/or pre-funded warrant warrants (each, a “Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase one share of Common Stock at an exercise price of CHF 0.01 per share (the “Pre-Funded Warrant Shares”) until such time as the Pre-Funded Warrants are exercised in full, subject to adjustment as provided in the Pre-Funded Warrants, and an aggregate of [•] warrants (each a “Pre-funded Warrant” ”, and collectivelyin the aggregate, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Warrants”). The Firm Shares, certificate evidencing the Pre-funded Warrants, and Funded Warrants will be in the Common Warrants are referred to form attached hereto as the “Firm Securities.”Exhibit A. (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares, Pre-Funded Warrants and Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per Firm Share and accompanying Firm Warrant (or 92.093.0% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or offering price, allocated as [__] per Firm Share and [__] per Firm Warrant), $[ ] per Firm Pre-Funded Warrant and accompanying Warrant (ii) $[●] (or 92.093.0% of the Public Purchase Price for one Unitper Firm Share offering price less CHF 0.01, less the exercise price allocated as [_] per Firm Pre-funded Funded Warrant of $0.001) for each Unit including a Pre-funded and [__] per Firm Warrant).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, an aggregate of [●(i) [ ] units Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of of: (ia) one (1) share (the “Firm Shares”) of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the “Common Stock”), and (b) or one (1) warrant (each, a pre-funded warrant “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase one share of Common Stock equal to the number of Firm Shares underlying such Firm Class A Unit at an exercise price of $[ ] per share (each a the “Pre-funded WarrantFirm Warrant Shares); and (ii) [ ] Class B Units (the “Firm Class B Units” and collectivelyand, together with the Firm Class A Units, the “Pre-funded WarrantsFirm Units”) in lieu thereof, each Firm Class B Unit consisting of (iia) one-tenth (1/10) of a Series A common warrant to purchase one (1) share (the “Firm Series 2 Preferred”) of the Company’s Series 2 Convertible Preferred Stock, par value $0.001 per share (the “Series 2 Preferred”), containing the relative rights, preferences, limitations and designations set forth in the Certificate of Designation filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”), and to be convertible into an aggregate of [ ] shares of Common Stock (the “Series A WarrantFirm Conversion Shares”) ), and (iiib) one-tenth (1/10) of a Series B common warrant to purchase one (1) share Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock (equal to the “Series number of Firm Conversion Shares underlying such Firm Class B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectivelyUnit. The Firm Units, the “Common Warrants”). The Firm Shares, the Pre-funded Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Common Warrants Firm Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities.” (ii) The ” Firm Shares and the Firm Warrants underlying the Firm Class A Units are to and the Firm Series 2 Preferred and the Firm Warrants underlying the Firm Class B Units will be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrantseparately transferable immediately upon issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units 1,200,000 shares (the “UnitsFirm Shares”) of its 8.00% Series A Cumulative Convertible Preferred Stock, no par value per share (which we refer to as the “Series A Preferred Stock”). Each share of Series A Preferred Stock is initially convertible into 5.556 shares (collectively, each consisting of (ithe “Preferred Conversion Shares”) one (1) share of the Company’s common stock (eachstock, a “Firm Share” and collectively, the “Firm Shares”), no par value $0.0001 per share (the “Common Stock”) or a pre-funded ), subject to adjustments as set forth in the Certificate of Designation (as defined below). Each Firm Share will be accompanied by three Common Stock purchase warrants, each of which warrant is exercisable to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) at an initial exercise price of a Series A common warrant to purchase one (1) $5.00 per share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The 1,200,000 Firm Shares, the Pre-funded Warrants, Shares and the Common 3,600,000 Warrants accompanying the Firm Shares (the “Firm Warrants”) are collectively referred to herein as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $23.25 per one Firm Share and three Firm Warrants (i) $[●] (or 92.093% of the Public Purchase Price for offering price per one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% and three Firm Warrants, reflecting the Underwriters’ discount). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units 6,000 shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)Series B Preferred Stock, par value $0.0001 0.01 per share (the “Common Series B Preferred Stock”) or a pre-funded warrant ), together with Common Stock purchase warrants to purchase one share up to an aggregate of 2,400,000 shares of Common Stock (each a “Pre-funded Firm Warrant” and collectivelycollectively the “Firm Warrants” and together with the Firm Shares, the “Pre-funded WarrantsFirm Securities”; one unit of one Firm Share and 400 Firm Warrants is referred to as a “Firm Security”). Each Firm Warrant shall be exercisable for a period of five (5) years at an exercise price of $3.00 per share (the “Firm Warrant Exercise Price”), subject to adjustment as provided in the agreement evidencing the Firm Warrant. The Firm Shares will be convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”) in lieu thereof, (ii) one-tenth (1/10) accordance with the Certificate of a Series A common warrant to purchase one (1) share Designation of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share Preferred Stock in the form of Common Stock Exhibit A hereto (the “Series B Warrant” and, each Certificate of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsDesignation”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $930 per Firm Security (i) $[●] (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% Security offering price). The Firm Securities shall be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units 4,170,000 shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.0005 per share (the “Common Stock”) or a and no pre-funded warrant warrants (each, a “Firm Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase one share of Common Stock at an exercise price of $0.001 per share (each a “Pre-funded Warrant” and collectively, the “Pre-funded WarrantsFunded Warrant Shares”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, until such time as the Pre-funded Warrants, and the Common Funded Warrants are referred exercised in full, subject to adjustment as provided in the “Firm SecuritiesPre-Funded Warrants.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $0.66960 per Firm Share (i) $[●] (or 92.093.0% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or offering price), and $N/A per Firm Pre-Funded Warrant (ii) $[●] (or 92.093.0% of the Public Purchase Price for one Unit, per Firm Share offering price less $0.001). The Firm Shares and the exercise price per Firm Pre-funded Warrant Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded ). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock at an exercise price of $[ ] per share (each each, a “Pre-funded “ Firm Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, or an aggregate of [ ] (ii[ ]) one-tenth (1/10) of a Series A common warrant warrants to purchase one (1) share an aggregate of [ ] shares of Common Stock (the “Series A WarrantFirm Warrants”) and (iii) one-tenth (1/10) , a form of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” andwhich is attached hereto as Exhibit A, each of the Series A Warrant Firm Shares and Series B Warrantthe Firm Warrants, a “Common Warrant,Firm Security” and and, collectively, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[•] per Firm Share and $[•] per Firm Warrant (which, for the avoidance of doubt, equals [93]% of the per Firm Share and Firm Warrant public offering price). The Firm Shares and Firm Warrants are to be offered to the public at the offering price as set forth on Schedule 2-A hereto the cover page of the Prospectus (as defined in Section 2.1.1 below) (the “Public Purchase Offering Price” with respect to the Firm Shares and the “Warrant Public Offering Price” with respect to the Firm Warrants”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (i) 9,642,857 Series A Units (the “Firm Series A Units”), each Firm Series A Unit consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.01 per share (the “Common Stock”) or ), and one warrant (each, a pre-funded warrant “Warrant” and collectively, the “Warrants”), each Warrant to purchase one share of Common Stock at an exercise price of $0.875 per share and (ii) 750 Series B Units (the “Firm Series B Units”), each Firm Series B unit consisting of one share of Series A Convertible Preferred Stock (the “Preferred Shares”) and 1,429 Warrants, each Warrant to purchase one share of common stock. The Firm Series A Units and the Firm Series B units (each, a “Pre-funded WarrantFirm Security” and and, collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsFirm Securities”). The securities comprising the Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm SecuritiesSecurities will be separately transferable immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Series A Units and Firm Series B Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $0.651 per Firm Series A Unit (i) $[●] (or 92.093% of the Public Purchase Price for one per Firm Series A Unit offering price) and $930.00 per Firm Series B Unit (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, less per Firm Series B Unit offering price). The Representative shall reduce the exercise discount to the aggregate offering price per Pre-funded Warrant of (a) the Firm Units by providing a $0.001194,280 credit to the Company at the closing of the Offering and (b) for each Unit including the Additional Securities by providing a Pre-funded Warrantcredit to the Company on the Option Closing Date calculable in the same manner as this 1.1.1(ii)(b). The Firm Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 per share (the “Common Stock”) or a pre-funded ). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $[●] per share (each 125% of the public offering price per Firm Share in the Offering) (each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) or an aggregate of a Series A common warrant [●] Warrants to purchase one (1) share an aggregate of [●] shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,Firm Warrants” and collectivelytogether with the Firm Shares, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to shall be sold as the a unit (a “Firm SecuritiesUnit”), consisting of one Firm Share and one Firm Warrant.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] per Firm Unit (92% of the per Firm Unit public offering price), and the purchase price of each Firm Unit shall be allocated as follows: (i) $[●] per Firm Share (or 92.0[●]% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or public offering price) and (ii) $[●] per Firm Warrant (or 92.0[●]% of the Public Purchase Price for one Unit, less per Firm Warrant offering price). The Firm Units are to be offered initially to the exercise public at the offering price per Pre-funded Warrant set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (i) 645,161 Series A Units (the “Firm Series A Units”), each Firm Series A Unit consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded ), and one warrant to purchase one share of Common Stock (each each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) of a Series A common each warrant to purchase one (1) share of Common Stock at an exercise price of $1.9375 per share and (ii) 9,000 Series B Units (the “Firm Series A WarrantB Units”) each Firm Series B Unit consisting of one share of Series C Convertible Preferred Stock (the “Preferred Shares”) and (iii) one-tenth (1/10) of a Series B common warrant 645.1613 Warrants, each Warrant to purchase one (1) share of Common Stock (the each, a “Series B WarrantFirm Security” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsFirm Securities”). The securities comprising the Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm SecuritiesSecurities will be separately transferable immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Series A Units and Firm Series B Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $1.4415 per Firm Series A Unit (i) $[●] (or 92.093% of the Public Purchase Price for one per Firm Series A Unit offering price) and $930.00 per Firm Series B Unit (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, less Firm Series B Unit offering price). The Firm Securities are to be offered initially to the exercise public at the offering price per Pre-funded Warrant set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (iA) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, several Underwriters an aggregate of [●__] units Units (the “Firm Units”), each Firm Unit consisting of (i) one (1) share of the Company’s common stock (eachstock, a “Firm Share” and collectively, the “Firm Shares”), $0.001 par value $0.0001 per share (the “Common Stock”) or a pre-funded and one warrant to purchase one share of Common Stock (the “Warrants” and each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The [__] shares of Common Stock referred to in this Section 1(a)(i)(A) are hereinafter referred to as the “Firm Shares” and the Warrants referred to in this Section 1(a)(i)(A) are hereinafter referred to as the “Firm Warrants,” and together with the Firm Units and the Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (iiB) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●] (or 92.0equal to 92.5% of the Public Purchase Price for one (1) Unit) for each per Firm Unit including a Firm Share or (ii) $[●] (or 92.0% offering price set forth on the cover page of the Prospectus (as defined in Section 2(a)(i)(B) hereof) (the “Public Purchase Offering Price for one per Firm Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrant”).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of (i) [●•] units Series A Units (the “Firm Series A Units”), each Firm Series A Unit consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.01 per share (the “Common Stock”) or ), and one warrant (each, a pre-funded “Warrant” and collectively, the “Warrants”), each warrant to purchase one share of Common Stock at an exercise price of $[ ] per share and (ii) [ ] Series B Units (the “Firm Series B Units”), each Series B Unit consisting of one share of Series F Convertible Preferred Stock (the “Preferred Shares”) and [ ] Warrants, each Warrant to purchase one share of Common Stock at an exercise price of $[ ] per share (each, a “Pre-funded WarrantFirm Security” and and, collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsFirm Securities”). The securities comprising the Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm SecuritiesSecurities will be separately transferable immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Series A Units and Firm Series B Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per Firm Series A Unit (or 92.093% of the Public Purchase Price for one per Firm Series A Unit offering price) and $[ ] per Firm Series B Unit (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, less Firm Series B Unit offering price). The Firm Securities are to be offered initially to the exercise public at the offering price per Pre-funded Warrant set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units shares (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)) of its 7.75% Series A Cumulative Convertible Preferred Shares, par value $0.0001 0.001 per share (which we refer to as the “Series A Preferred Shares”). Each Series A Preferred Shares initially convertible into 17.86 shares (the "Preferred Conversion Shares") of the Company's common shares par value $0.001 per share (the “"Common Stock”) or a pre-funded Shares"), subject to adustments. Each Firm Share will be accompanied by [__] immediately detachable warrants, with each warrant being exercisable to purchase one [__] share of the Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) Shares at an exercise price of a Series A common warrant to purchase one (1) share of $1.40 per Common Stock Share (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Warrants”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are collectively referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●____] per share (or 92.092.5% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% offering price, reflecting the Underwriters’ discount). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock shares (each, a “Firm Share” and collectively, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) or a and [●] pre-funded warrant to purchase one share of Common Stock warrants (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (; the “Series A Warrant”) Firm Shares and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities” and each individually, a “Firm Security”) to purchase [●] shares of Common Stock at an exercise price of $0.01 per share until such time as the Pre-funded Warrants are exercised in full subject to adjustment as provided in the Pre-funded Warrant.” (ii) The Units Firm Shares and the Pre-funded Warrants are to be offered together to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Pre-funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price for one Firm Share of (i) $[●] (or 92.093.0% of the Public Purchase Price for one (1Firm Share) Unit) and the purchase for each Unit including a Firm Share or (ii) one Pre-funded Warrant of $[●] (or 92.093.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrant).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of (i) (a) [●]ordinary shares (the “Firm Shares”) of the Company, par value $3.15 per share (“Ordinary Shares”), and (b) [●] units (the “Units”), each consisting pre-funded warrants to purchase [●] Ordinary Shares at an exercise price of (i) one (1) $0.001 per share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Funded Warrant,” and collectively, the “Pre-funded Funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectivelytogether with the Firm Shares, the “Common WarrantsFirm Securities”). The Firm Shares, terms of the Pre-funded Warrants, and the Common Funded Warrants are referred to set forth in the form of Pre-Funded Warrant attached hereto as the “Firm Securities.”Exhibit C. (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●] per share (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or public offering price) and at a purchase price of $0.001 per Pre-Funded Warrant (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Funded Warrant offering price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, (a) an aggregate of [●] units 10,000,000 shares (“Firm Shares”) of the Company’s common shares, without par value (the “UnitsCommon Shares”), (b) Common Share purchase warrants (the “Firm Warrants”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of 5,000,000 Common Shares (the “Warrant Shares”), which shall have an exercise price of $3.75 (subject to adjustment as provided in the Firm Warrants). The Firm Shares and the Warrants are referred to herein as the “Firm Securities.” The Firm Shares and the Firm Warrants shall be sold together as a fixed combination, each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” Share and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) half of a Series A common warrant one Firm Warrant to purchase one (1) share Common Share, with each combination consisting of Common Stock (the “Series A Warrant”) one Firm Share and (iii) one-tenth (1/10) half of a Series B common warrant one Firm Warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, Share being referred to herein as a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm SecuritiesUnit.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $2.79 per Unit (i) $[●] (or 92.093% of the Public Purchase Price for one (1) Unit) for each per Unit including a Firm Share or (ii) $[●] (or 92.0% offering price). The Units are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise Prospectus (as defined in Section 2.1 hereof). The price per Pre-funded Unit shall reflect the sum of the prices of each applicable component Firm Security set forth herein, with each Firm Warrant having a value of $0.001) for each Unit including a Pre-funded Warrant0.01.

Nature and Purchase of Firm Securities. (iA) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, several Underwriters an aggregate of [●] units 700,000 Series A Units (the “Series A Units” or the “Firm Units”), each Series A Unit consisting of (i) one (1) share of the Company’s common stock (eachstock, a “Firm Share” and collectively, the “Firm Shares”), $0.001 par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a two Series A common warrant to purchase one (1) share of Common Stock Warrants. Each Series A Warrant (the “Series A Warrant”) and (iii) one-tenth (1/10) is exercisable at an exercise price of a $6.50 for one Series B common warrant to purchase Unit (the “Series B Units” and, together with the Series A Units, the “Units”), which consists of one (1) share of Common Stock and one Series B Warrant, which is exercisable at an exercise price of $7.50 for one share of Common Stock (the “Series B Warrant” and, each of together with the Series A Warrant Warrant, the “Warrants” and Series B Warranteach, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the 700,000 shares of Common Warrants Stock referred to in this Section 1(a)(i)(A) are hereinafter referred to as the “Firm Shares” and the Warrants referred to in this Section 1(a)(i)(A) are hereinafter referred to as the “Firm Warrants,” and together with the Firm Units and the Firm Shares, the “Firm Securities.”” The shares of Common Stock and Series A Warrants included in the Firm Securities will not trade separately until July 1, 2020 (unless the Company permits earlier separate trading). (iiB) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●] (or 92.0equal to 92% of the Public Purchase Price for one (1) Unit) for each per Firm Unit including a Firm Share or (ii) $[●] (or 92.0% offering price set forth on the cover page of the Prospectus (as defined in Section 2(a)(i)(B) hereof) (the “Public Purchase Offering Price for one per Firm Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrant”).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, an aggregate of [●] units 6,760,615 shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the “Common Stock”) or a ), and an aggregate of 1,060,615 pre-funded warrant to purchase one share of Common Stock warrants (each a “Pre-funded Warrant” and collectively, the “Pre-funded Funded Warrants”) in lieu thereof, the form filed as an exhibit to the Registration Statement (iias hereinafter defined) one(the “Pre-tenth (1/10Funded Warrant Agreement”) exercisable into an aggregate of a Series A common warrant to purchase one (1) share 1,060,615 shares of Common Stock (the “Series A WarrantPre-Funded Warrant Shares”) and (iii) one-tenth (1/10) of a Series B common warrant ), together with Common Stock purchase warrants to purchase one (1) share up to an aggregate of 7,821,230 shares of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,Firm Warrants” and collectivelythe shares of Common Stock exercisable under the Firm Warrants, together with the Pre-Funded Warrant Shares, the “Common WarrantsWarrant Shares”) which shall have an exercise price of $0.77, subject to adjustment as provided in the warrant agreement in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”). The Firm Shares, the Firm Warrants and the Pre-funded Warrants, and the Common Funded Warrants are referred to herein as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number Firm Securities at a purchase price of Units $0.832443 per unit consisting of Firm Shares and Firm Warrants and $0.832343 per unit consisting of Pre-Funded Warrants and Firm Warrants. The Firm Securities are to be offered initially to the public at the offering price set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% cover page of the Public Purchase Price for one Prospectus (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrantas defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock 11,066,258 shares (each, a “Company Offering Firm Share” and collectively, the “Company Offering Firm Shares”)) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) and the Selling Stockholders agreed to sell to the several Underwriters, an aggregate of 540,884 shares of Common Stock (each, a “Selling Stockholder Firm Share” and collectively, the “Selling Stockholder Firm Shares”). Each Company Offering Firm Share or Selling Stockholder Firm Share is a pre“Firm Share” and collectively are the Firm Shares. For every one Company Offering Firm Share issued and sold by the Company or every one Selling Stockholder Firm Share sold by the Selling Stockholders, the Company shall issue and sell to the several Underwriters one five-funded year warrant to purchase one share of Common Stock for $0.01 per warrant at an exercise price of $2.79 per share (each 100.0% of the combined public offering price per Firm Share and Firm Company Warrant as defined hereto in the Offering) (each, a “PreFirm Company Warrant”), or an aggregate of 11,607,142 five-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant year warrants to purchase one (1) share an aggregate of 11,607,142 shares of Common Stock (the “Series A Warrant”) Firm Company Warrants” and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (together with the Firm Shares, the “Series B WarrantFirm Securities,” and, each of the Series A Warrant and Series B Warrantindividually, a “Common Warrant,” and collectively, the “Common WarrantsFirm Security”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Company Warrants are referred to as the “Firm Securitieswill be separated immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company and the Selling Stockholders the number of Units Firm Shares and Firm Company Warrants set forth opposite their respective names on Schedule 1 1-A attached hereto and made a part hereof at a combined purchase price for one Firm Share and one Firm Company Warrant of $2.604 (or 93% of the combined public purchase price of (i) $[●] (or 92.0% one Firm Share and one Firm Company Warrant). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Prospectus (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrantas defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, several Underwriters an aggregate of [●•] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock shares (each, a “Firm Share” and collectively, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded ). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock at an exercise price of $[•] per share (each 125.0% of the public offering price per Firm Share in the Offering) (each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) or an aggregate of a Series A common warrant [•] Warrants to purchase one (1) share an aggregate of [•] shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,Firm Warrants” and collectivelytogether with the Firm Shares, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to as the “Firm Securitieswill be purchased separately and will be separately tradable immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price prices of (i) $[●•] per Firm Share (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (iipublic offering price) and $[●•] per Firm Warrant (or 92.093% of the Public Purchase Price for one Unit, less per Firm Warrant public offering price). The Firm Securities are to be offered initially to the exercise price per Pre-funded Warrant public at the offering prices set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, an aggregate of [●] 42,666,666 units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] 0.13800 (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] 0.13799 (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.0010.00001) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded warrant to purchase one share ), and an aggregate of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock [●] shares (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common WarrantFirm Preferred Shares,” and collectively, together with the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as ” the “Firm Securities”) of the Company’s Series B Convertible Preferred Stock, par value $1.00 per share (the “Preferred Stock”), each share of Preferred Stock convertible into [●] shares of Common Stock at a conversion price equal to the per Firm Share offering price, subject to adjustments.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Preferred Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●] per Firm Share (or 92.092% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or offering price) and $920 per Firm Preferred Share (ii) $[●] (or 92.092% of the Public Purchase Price for one Unitper Firm Preferred Share offering price), less respectively. The Firm Shares and the exercise Firm Preferred Shares are to be offered initially to the public at the offering price per Pre-funded Warrant set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth half (1/101/2) of a Series A Class C-1 common warrant to purchase one (1) share of Common Stock (the “Series A Class C-1 Warrant”) and (iii) one-tenth one (1/101) of a Series B Class C-2 common warrant to purchase one (1) share of Common Stock (the “Series B Class C-2 Warrant” and, each of the Series A Class C-1 Warrant and Series B Class C-2 Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.0010.01) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock 12,500,000 shares (each, a “Firm Share” and collectivelyin the aggregate, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.0002 per share (the “Common Stock”) or a and/or pre-funded warrant warrants (each, a “Firm Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase one share of Common Stock at an exercise price of $0.0002 per share (each a “Pre-funded Warrant” and collectively, the “Pre-funded WarrantsFunded Warrant Shares”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (until such time as the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Funded Warrants are referred exercised in full, subject to adjustment as provided in the “Firm SecuritiesPre-Funded Warrants.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $0.93 per Firm Share (i) $[●] (or 92.093.0% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or offering price), $0.9298 per Firm Pre-Funded Warrant (ii) $[●] (or 92.093.0% of the Public Purchase Price for one Unit, per Firm Share offering price less $0.0002). The Firm Shares and the exercise price per Firm Pre-funded Warrant Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, Underwriter an aggregate of [●] units 5,000,000 units, (each, a “Unit” and collectively, the “Units”), with each consisting Unit comprised of (i) one share of Common Stock (1the “Common Stock”) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common StockFirm Shares”) or a pre-funded and (ii) one warrant in the form of Exhibit A to purchase one share of Common Stock at an exercise price of $0.24 per share (each a “Pre-funded Warrant” and collectively, 100% of the “Pre-funded Warrants”offering price per Unit) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The purchase price for one Unit shall be $0.24. The Units are to be offered initially to the public at the offering price as set forth on Schedule 2the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The purchase price for each Unit will be allocated at $0.23 per Firm Share and $0.01 per Firm Warrant. (iii) To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding shares of Common Stock, the Company agrees to issue the Underwriter, for delivery to such purchasers, at the election of the purchasers, a number of shares of pre-A hereto funded Units (the “Public Purchase PriceFirm Pre-Funded Units”, together with the Units, the “Closing Units”). Each Firm Pre-Funded Unit consists of: (i) one pre-funded warrant exercisable for one share of Common Stock in the form of Exhibit B (the “Firm Pre-Funded Warrant” and collectively with the Firm Shares and Firm Warrants, the “Firm Securities”) and (ii) one Firm Warrant. (iv) The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) each Pre-Funded Unit will be equal to the price per Unit being sold in the Offering, minus $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit0.0001, less and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit will be $0.0001 per share. The purchase price for each Pre-Funded Unit will be allocated as $0.2299 per Pre-funded Funded Warrant of and $0.001) for each Unit including a Pre-funded 0.01 per Firm Warrant.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the ““ Common StockStock ”) or a pre-funded ). For every two Firm Shares issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock at an exercise price of $[•] per share [125.0% of the public offering price per share of Common Stock in the Offering] (each each, a “Pre-funded Warrant”), or an aggregate of [•] Warrants to purchase an aggregate of [•] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants will be purchased separately and will be separately tradable immediately upon the issuance (each, a “Firm Security” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price prices of (i) $[●•] per Firm Share (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (iioffering price) and $[●•] per Firm Warrant (or 92.093% of the Public Purchase Price for one Unit, less per Firm Warrant offering price). The Firm Securities are to be offered initially to the exercise price per Pre-funded Warrant public at the offering prices set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, an aggregate of [●•] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth half (1/101/2) of a Series A Class B-1 common warrant to purchase one (1) share of Common Stock (the “Series A Class B-1 Warrant”) and (iii) one-tenth one (1/101) of a Series B Class B-2 common warrant to purchase one (1) share of Common Stock (the “Series B Class B-2 Warrant” and, each of the Series A Class B-1 Warrant and Series B Class B-2 Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●•] (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●•] (or 92.093% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.0010.01) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.00001 per share (the “Common Stock”) or a pre-funded ). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock at an exercise price of $_____ per share (each 125.0% of the public offering price per Firm Security in the Offering) (each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) or an aggregate of a Series A common warrant _____ Warrants to purchase one (1) share an aggregate of _________ shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,Firm Warrants” and collectivelytogether with the Firm Shares, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to as the “Firm Securitieswill be separated immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●] per combined Firm Share and Firm Warrant (or 92.0% [93]% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% Security public offering price). The Firm Securities are to be offered initially to the public at the offering pricec set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the “Common Stock”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one (1) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth half (1/100.50) of a Series A common warrant to purchase one (1) share of Common Stock at an exercise price of $[●] per share (the each, a “Series A Warrant”) and (iii) one-tenth (1/10) ), which is equal to 125.0% of a Series B common warrant the public offering price of each Firm Share, or an aggregate of [●] Warrants to purchase one (1) share an aggregate of [●] shares of Common Stock (the “Series B WarrantFirm Warrants”) (each of the Firm Shares and the Firm Warrants, a “Firm Security” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price prices of (i) $[●] per Firm Share (or 92.094% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (iioffering price) and $[●] per Firm Warrant (or 92.094% of the Public Purchase Price for one Unit, less per Firm Warrant offering price). The Firm Securities are to be offered initially to the exercise price per Pre-funded Warrant public at the offering prices set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock _______ shares (each, a “Firm Share” and collectively, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) or a pre-funded ). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $___per share (each ____% of the public offering price per Firm Share in the Offering) (each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) or an aggregate of a Series A common warrant ________ Warrants to purchase one (1) share an aggregate of __________ shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,Firm Warrants” and collectivelytogether with the Firm Shares, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to shall be sold together as a unit (each a “Firm Unit” and collectively the “Firm SecuritiesUnits”), consisting of one Firm Share and one Firm Warrant. The Firm Shares and the Firm Warrants will be separated immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $____ per Firm Unit (93% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a ____ per Firm Share or and (ii) $[●] (or 92.0% 0.001 per Firm Warrant. The Firm Units are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the “Common Stock”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one (1) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth half (1/100.50) of a Series A common warrant to purchase one (1) share of Common Stock at an exercise price of $[•] per share (the each, a “Series A Warrant”), which is equal to 125.0% of the public offering price of each Firm Share, or an aggregate of [•] ([•]) and (iii) one-tenth (1/10) of a Series B common warrant Warrants to purchase one (1) share an aggregate of [•] shares of Common Stock (the “Series B WarrantFirm Warrants”) (each of the Firm Shares and the Firm Warrants, a “Firm Security” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per Firm Security (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% Security offering price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell issue and sell, severally and not jointly, to the Underwriterseveral Underwriters, an aggregate of [●[ ] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.00001 per share (the “Common Stock”) or a pre-funded ). For each [ ] Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock in the form attached hereto as Exhibit A (each each, a “Pre-funded Firm Warrant” and collectively”), the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) or an aggregate of a Series A common warrant [ ] warrants to purchase one (1) share an aggregate of [ ] shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Warrants”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants will be purchased separately and are collectively referred to as the “Firm Securities”.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $[ ] per share (i) $[●] (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or offering price). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (ii) as defined in Section 2.1.1 hereof). The Underwriters, severally and not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●•] per Firm Warrant (or 92.093% of the Public Purchase Price for one Unit, less per Firm Warrant offering price). The Firm Warrants are to be offered initially to the exercise public at the offering price per Pre-funded Warrant set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” ”, and collectivelyin the aggregate, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) or a ), and an aggregate of [•] pre-funded warrant warrants (each, a “Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase one share of Common Stock at an exercise price of $0.01 per share (each a “Pre-funded Warrant” and collectively, the “Pre-funded WarrantsFunded Warrant Shares”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, until such time as the Pre-funded Warrants, and the Common Funded Warrants are referred exercised in full, subject to adjustment as provided in the “Firm Securities.”Pre-Funded Warrants. The certificate evidencing the Pre-Funded Warrants will be in the form attached hereto as Exhibit A. (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and/or Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per Firm Share (or 92.0[•] % of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (iioffering price) and/or $[●•] per Firm Pre-Funded Warrant (or 92.0[•] % of the Public Purchase Price for one Unit, less per Firm Share offering price). The Firm Shares and/or the exercise price per Firm Pre-funded Warrant Funded Warrants (together, the “Firm Securities”) are to be offered to the public at the offering prices set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, Underwriter an aggregate of [●•] units shares (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the Underwriter: (i) or a pre-funded one Class A warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each a “Pre-funded Firm Class A Warrant” and collectively, the “Pre-funded Firm Class A Warrants”) in lieu thereof, and (ii) one-tenth (1/10) of a Series A common one Class B warrant to purchase one-half of one (1) share of Common Stock at an exercise price of $[•] per share ([•]% of the “Series A Warrant”public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) and (iii) one-tenth (1/10) hereof)), or an aggregate of a Series [•] Class B common warrant warrants to purchase one (1) share an aggregate of [•] shares of Common Stock (the each a “Series Firm Class B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants”). The Each combined Firm Shares, the Pre-funded Warrants, Share and Firm Warrant is referred to herein individually as a “Firm Security” and the Common Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares, the Firm Class A Warrants and the Firm Class B Warrants will be separated immediately upon issuance. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter an aggregate of [•] shares (each a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the Underwriter one warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof), or an aggregate of [•] warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Warrant” and collectively, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares and Firm Warrants will be separated immediately upon issuance. (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number Firm Securities at a purchase price of Units $[•] per Firm Security ([93]% of the per Firm Security offering price). The Firm Securities are to be offered initially to the public at the offering price set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% cover page of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, Underwriter an aggregate of (A) [●•] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 per share (the “Common Stock”), and (B) or a pre-funded warrant warrants exercisable to purchase one share an aggregate of [•] shares of Common Stock Stock, in the form attached hereto as Exhibit A (each a the “Pre-funded WarrantWarrants”), which Warrants will have an exercise price of $[•] per share, subject to adjustment as provided for therein (the “Firm Warrants” and collectivelyand, together with the Firm Shares, the “Pre-funded WarrantsFirm Securities”). The Firm Shares and Firm Warrants shall be sold together in sets consisting of: (i) in lieu thereof, two (2) Firm Shares and (ii) one-tenth one (1/101) of a Series A common warrant Firm Warrant to purchase one (1) share of Common Stock. The Firm Shares and the Common Stock issuable upon the exercise of the Warrants (the “Series A WarrantWarrant Shares”) and (iii) one-tenth (1/10) consist of a Series B common warrant to purchase one (1) share authorized but unissued shares of Common Stock (to be issued and sold by the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm SecuritiesCompany.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made Firm Securities at a part hereof at the purchase price of (i) $[●•] per set of two (or 92.0% of the Public Purchase Price for 2) Firm Shares and one (1) UnitFirm Warrant (with $0.01 allocated to the value of a full Warrant to purchase one share of Common Stock). The Firm Securities are to be offered to the public (the “Offering”) for each Unit including a Firm Share or (ii) $[●] (or 92.0% at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the “Common Stock”) or a pre-funded ). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters [•] warrant to purchase one share [•] share[s] of Common Stock at an exercise price of [•] per share (each each, a “Pre-funded Warrant” and collectively”), the “Pre-funded Warrants”or an aggregate of [•] ([•]) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant Warrants to purchase one an aggregate of [•] (1[•]) share shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Warrants”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to as may be purchased separately and will be separately tradable immediately upon the issuance (each, a “Firm Security”) and collectively, the “Firm Securities”).” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per Firm Share and $[•] per Firm Warrant.1 The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (or 92.0as defined in Section 2.1.1 hereof). 1 Price per Firm Share and Firm Warrant to be 93% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrantpublic offering price.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share ordinary shares of the Company’s common stock Company (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 0.003 per share (the “Common StockOrdinary Shares”) or a pre-funded warrant ), together with warrants to purchase one share an aggregate of Common Stock [●] Ordinary Shares each at an exercise price of $[●] (each a [●]% of the public offering price per Firm Share in the Offering), in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-funded WarrantFirm Warrants,” and collectivelycollectively with the Firm Shares, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsFirm Securities”). The Firm Sharesnumber of Public Securities and Representative’s Securities (each as defined below) and pricing information in this Agreement reflect the impact of the reverse stock split of the Company’s shares of Common Stock that will become effective in the Cayman Islands on [●], the Pre2021 at a ratio of one-funded Warrants, and the Common Warrants are referred to as the “Firm Securitiesfor-three.” (ii) The Units are to Each Firm Share will be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”)sold together with one Firm Warrant and will be immediately separable upon issuance. The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and accompanying Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at the a purchase price of (i) $[●] per Firm Share and accompanying Firm Warrant (or 92.093% of the Public Purchase Price for one (1) Unit) public offering price for each Unit including a Firm Share or (ii) $[●] (or 92.0% and accompanying Firm Warrant). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock shares (each, a “Company Offering Firm Share” and collectively, the “Company Offering Firm Shares”)) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), and the selling stockholders as set forth in Schedule 1-B (the “Selling Stockholders”) agreed to sell to the several Underwriters, an aggregate of [●] shares of Common Stock (each, a “Selling Stockholder Firm Share” and collectively, the “Selling Stockholder Firm Shares”). Each Company Offering Firm Share or Selling Stockholder Firm Share is a pre“Firm Share” and collectively are the Firm Shares. For every one Company Offering Firm Share issued and sold by the Company or every one Selling Stockholder Firm Share sold by the Selling Stockholders, the Company shall issue and sell to the several Underwriters one five-funded year warrant to purchase one share of Common Stock at an exercise price of $[●] per share (each 100.0% of the public offering price per Firm Share in the Offering) (each, a “PreFirm Warrant”), or an aggregate of [●] five-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant year warrants to purchase one (1) share an aggregate of [●] shares of Common Stock (the “Series A Warrant”) Firm Warrants” and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (together with the Firm Shares, the “Series B WarrantFirm Securities,” and, each of the Series A Warrant and Series B Warrantindividually, a “Common Warrant,” and collectively, the “Common WarrantsFirm Security”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to as the “Firm Securitieswill be separated immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company and the Selling Stockholders the number of Units Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 1-A attached hereto and made a part hereof at the a purchase price for one Firm Security of (i) $[●] (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% Security purchase price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, an aggregate of [●] units (A) 2,855,500 authorized but unissued shares of common stock, par value $0.001 per share, of the Company (the “UnitsCommon Stock”), each consisting of ) (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectivelysuch shares, the “Firm Shares”), par value $0.0001 per share ; (B) pre-funded warrants in the form filed as Exhibit A hereto (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Firm Pre-funded Warrant” and collectively, the “Pre-funded Funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share up to an aggregate of 12,700,000 shares of Common Stock (the “Series A WarrantFirm Pre-Funded Warrant Shares”); and (C) warrants in the form filed as Exhibit B hereto (the “Firm Warrants”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share up to an aggregate of 15,555,500 shares of Common Stock (the “Series B Warrant” and, each of the Series A Firm Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsShares”). The Firm Shares, the Firm Pre-funded Funded Warrants, the Firm Pre-Funded Warrant Shares, the Firm Warrants and the Common Warrants Firm Warrant Shares are collectively referred to as the “Firm Securities”.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units Firm Securities set forth on Schedule 1 1-A attached hereto and made a part hereof at the a purchase price of $0.4092 per share of Common Stock (i) $[●] (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (iioffering price) $[●] 0.3999 per Firm Pre-Funded Warrant (or 92.093% of the Public Purchase Price for one Unit, less the exercise price per Firm Pre-funded Funded Warrant offering price) and $0.0093 per Firm Warrant (93% of $0.001) for each Unit including a Pre-funded Warrantthe per Firm Warrant offering price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the “Common Stock”) or a pre-funded ). For every two Firm Shares issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock at an exercise price of $[•] per share [125.0% of the public offering price per share of Common Stock at the Offering] (each each, a “Pre-funded Warrant”), or an aggregate of [•] Warrants to purchase an aggregate of [•] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon the issuance (each, a “Firm Security” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per Firm Security (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% Security offering price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, an aggregate of [●] units (i) 1,849,460 Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of of: (ia) one (1) share (the “Firm Shares”) of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the “Common Stock”), and (b) or one (1) warrant (each, a pre-funded warrant “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase one share of Common Stock equal to the number of Firm Shares underlying such Firm Class A Unit at an exercise price of $1.3125 per share (each a the “Pre-funded WarrantFirm Warrant Shares); and (ii) 4,060 Class B Units (the “Firm Class B Units” and collectivelyand, together with the Firm Class A Units, the “Pre-funded WarrantsFirm Units”) in lieu thereof, each Firm Class B Unit consisting of (iia) one-tenth (1/10) of a Series A common warrant to purchase one (1) share (the “Firm Series 2 Preferred”) of the Company’s Series 2 Convertible Preferred Stock, par value $0.001 per share (the “Series 2 Preferred”), containing the relative rights, preferences, limitations and designations set forth in the Certificate of Designation filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”), and to be convertible into an aggregate of 3,865,120 shares of Common Stock (the “Series A WarrantFirm Conversion Shares”) ), and (iiib) one-tenth (1/10) of a Series B common warrant to purchase one (1) share Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock (equal to the “Series number of Firm Conversion Shares underlying such Firm Class B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectivelyUnit. The Firm Units, the “Common Warrants”). The Firm Shares, the Pre-funded Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Common Warrants Firm Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities.” (ii) The ” Firm Shares and the Firm Warrants underlying the Firm Class A Units are to and the Firm Series 2 Preferred and the Firm Warrants underlying the Firm Class B Units will be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrantseparately transferable immediately upon issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] 200,000 units (the “Units”), with each Unit consisting of (iA) one Series A Preferred Share (1as defined below) and (B) eight warrants, with each warrant being exercisable to purchase one Common Share (as defined below). In the aggregate, the 200,000 Units consist of 200,000 shares (“Firm Shares”) of the Company’s 7.75% Series A Cumulative Convertible Preferred Shares, par value $0.001 per share (which we refer to as the “Series A Preferred Shares”). Each Series A Preferred Share is initially convertible into 17.86 shares (the “Preferred Conversion Shares”) of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)shares, par value $0.0001 0.001 per share (the “Common StockShares”) or a pre-funded ), subject to adjustments. Each Firm Share will be accompanied by eight immediately detachable warrants, with each warrant being exercisable to purchase one share of the Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) Shares at an exercise price of a Series A common warrant to purchase one (1) share of $1.40 per Common Stock Share (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Warrants”). In the aggregate, the 200,000 Units consist of Firm Warrants to purchase 1,600,000 Common Shares. The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are collectively referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $23.125 per Firm Security (i) $[●] (or 92.092.5% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% Security offering price, reflecting the Underwriters’ discount). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, an aggregate of [●] 28,000,000 units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 0.01 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth half (1/101/2) of a Series A Class B-1 common warrant to purchase one (1) share of Common Stock (the “Series A Class B-1 Warrant”) and (iii) one-tenth one (1/101) of a Series B Class B-2 common warrant to purchase one (1) share of Common Stock (the “Series B Class B-2 Warrant” and, each of the Series A Class B-1 Warrant and Series B Class B-2 Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] 0.2325 (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] 0.2232 (or 92.093% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.0010.01) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock shares (each, a “Firm Share” and collectively, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) or a pre-funded ). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock at an exercise price of $[●] per share (each 150.0% of the public offering price per Firm Security in the Offering) (each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) or an aggregate of a Series A common warrant [●] Warrants to purchase one (1) share an aggregate of [●] shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,Firm Warrants” and collectivelytogether with the Firm Shares, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to as the “Firm Securitieswill be separated immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●] per combined Firm Share and Firm Warrant (or 92.0[●]% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% Security public offering price). The Firm Securities are to be offered initially to the public at the combined offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock shares (each, a “Firm Share” and collectively, the “Firm Shares”)) of the Company’s common stock, par value $0.0001 0.025 per share (the “Common Stock”) or a pre-funded ). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock at an exercise price of $[●] per share (each 125.0% of the public offering price per Firm Share in the Offering) (each, a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof), (ii) one-tenth (1/10) or an aggregate of a Series A common warrant [●] Warrants to purchase one (1) share an aggregate of [●] shares of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,Firm Warrants” and collectivelytogether with the Firm Shares, the “Common WarrantsFirm Securities”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to as the “Firm Securitieswill be purchased separately and will be separately tradable immediately upon issuance.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price prices of (i) $[●] per Firm Share (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (iipublic offering price) and $[●] per Firm Warrant (or 92.093% of the Public Purchase Price for one Unit, less per Firm Warrant public offering price). The Firm Securities are to be offered initially to the exercise price per Pre-funded Warrant public at the offering prices set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 .0001 per share (the “Common Stock”) or a pre-funded warrant ). The Company shall issue and sell to purchase the several Underwriters one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock at an exercise price of $[•] per share (each, a “Warrant”), or an aggregate of [•] ([•]) Warrants to purchase an aggregate of [•] shares of Common Stock, which represents fifty percent (50%) of the aggregate amount of Firm Shares issued and sold by the Company (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Firm Warrants”). The Firm Shares, the Pre-funded Warrants, Shares and the Common Firm Warrants are referred to as will be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”).” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per share and $[•] per Warrant (or 92.093% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or (ii) $[●] (or 92.0% and Firm Warrant offering prices to the public). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, an aggregate of [●(i) [ ] units Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of of: (ia) one (1) share (the “Firm Shares”) of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)stock, par value $0.0001 0.001 per share (the “Common Stock”), and (b) or a pre-funded one (1) warrant to purchase one share of Common Stock (each each, a “Pre-funded Firm Warrant” and collectively, the “Pre-funded Firm Warrants”), each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) in lieu thereof, of the number of Firm Shares underlying the Firm Class A Units at an exercise price of $[ ] per share (the “Firm Warrant Shares); and (ii) one-tenth [ ] Class B Units (1/10the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm Units”) each Firm Class B Unit consisting of a Series A common warrant to purchase (a) one (1) share (the “Firm Series 2 Preferred”) of the Company’s Series 2 Convertible Preferred Stock, par value $0.001 per share (the “Series 2 Preferred”), containing the relative rights, preferences, limitations and designations set forth in the Certificate of Designation filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”), and to be convertible into an aggregate of [ ] shares of Common Stock (the “Series A WarrantFirm Conversion Shares”) ), and (iiib) one-tenth (1/10) of a Series B common warrant to purchase one (1) share Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to one half (the “Series B Warrant” and, each 1/2) of the Series A Warrant and Series number of Firm Conversion Shares underlying the Firm Class B Warrant, a “Common Warrant,” and collectivelyUnits. The Firm Units, the “Common Warrants”). The Firm Shares, the Pre-funded Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Common Warrants Firm Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities.” (ii) The ” Firm Shares and the Firm Warrants underlying the Firm Class A Units are to and the Firm Series 2 Preferred and the Firm Warrants underlying the Firm Class B Units will be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrantseparately transferable immediately upon issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units 2,400,000 shares (the “UnitsFirm Shares”) of its 8.00% Series A Cumulative Convertible Preferred Stock, no par value per share (which we refer to as the “Series A Preferred Stock”). Each share of Series A Preferred Stock is initially convertible into 5.556 shares (collectively, each consisting of (ithe “Preferred Conversion Shares”) one (1) share of the Company’s common stock (eachstock, a “Firm Share” and collectively, the “Firm Shares”), no par value $0.0001 per share (the “Common Stock”) or a pre-funded ), subject to adjustments as set forth in the Certificate of Designation (as defined below). Each Firm Share will be accompanied by five Common Stock purchase warrants, each of which warrant is exercisable to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) at an initial exercise price of a Series A common warrant to purchase one (1) $2.97 per share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The 2,400,000 Firm Shares, the Pre-funded Warrants, Shares and the Common 12,000,000 Warrants accompanying the Firm Shares (the “Firm Warrants”) are collectively referred to herein as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of $13.95 per one Firm Share and five Firm Warrants (i) $[●] (or 92.093% of the Public Purchase Price for offering price per one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% and five Firm Warrants, reflecting the Underwriters’ discount). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded WarrantProspectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units shares (the “UnitsFirm Shares”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”)shares, par value $0.0001 CHF 0.20 per share (the “Common Stock”) or a ” and/or pre-funded warrant warrants (each, a “Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase one share of Common Stock at an exercise price of CHF 0.01 per share (each a “Pre-funded Warrant” and collectively, the “Pre-funded WarrantsFunded Warrant Shares”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, until such time as the Pre-funded Warrants, and the Common Funded Warrants are referred exercised in full, subject to adjustment as provided in the “Firm Securities.”Pre-Funded Warrants. The certificate evidencing the Pre-Funded Warrants will be in the form attached hereto as Exhibit A. (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●] per share (or 92.093.0% of the Public Purchase Price for one (1) Unit) for each Unit including a per Firm Share or offering price) and $[ ] per Firm Pre-Funded Warrant (ii) $[●] (or 92.093% of the Public Purchase Price for one Unit, per Firm Share offering price less CHF 0. 01. The Firm Shares and the exercise price per Firm Pre-funded Warrant Funded Warrants (together, the “Firm Securities”)are to be offered initially to the public at the offering price set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●] units (the “Units”), each consisting of (ia) one (1) share of the Company’s common stock 4,350,000 shares (each, a “Firm Share” and collectively, the “Firm Shares”), of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), (b) or a pre-funded warrant to purchase one share an aggregate of Common Stock 6,300 shares (each each, a “Pre-funded WarrantSeries A Preferred Share” and collectively, collectively the “Pre-funded WarrantsSeries A Preferred Shares”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) Convertible Preferred Stock, par value $0.001 per share of Common Stock (the “Series A WarrantPreferred Stock”), and (c) an aggregate of 5,785 shares (each, a “Series B Preferred Share” and collectively the “Series B Preferred Shares”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) Convertible Preferred Stock, par value $0.001 per share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common WarrantsPreferred Stock”). The Firm Shares, the Pre-funded WarrantsSeries A Preferred Shares, and the Common Warrants Series B Preferred Shares are collectively referred to herein as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at the a purchase price of $0.8685 per Share, $965 per Series A Preferred Share, and $965 per Series B Preferred Share (i) $[●] (or 92.096.5% of the Public Purchase Price for one per Share offering price, Series A Preferred Share offering price, and Series B Preferred Share offering price, respectively) with respect to investors set forth on Schedule 2 hereto who have a pre-existing relationship with the Company (1the “Pre-Existing Relationship Investors”) Unit) for each Unit including a Firm and $0.837 per Share, $930 per Series A Preferred Share, and $930 per Series B Preferred Share or (ii) $[●] (or 92.093% of the Public Purchase Price for one Unitper Share offering price, less Series A Preferred Share offering price, and Series B Preferred Share offering price, respectively) with respect to investors who do not have a pre-existing relationship with the exercise price per Pre-funded Warrant Company. The Firm Securities are to be offered initially to the public at the respective offering prices set forth on the cover page of $0.001) for each Unit including a Pre-funded Warrantthe Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriterseveral Underwriters, an aggregate of [●•] common units (each, a “Common Unit” and collectively, the “Common Units”), each Common Unit consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share,” and collectivelyin the aggregate, the “Firm Shares”)) of the Company’s common shares, no par value $0.0001 per share (the “Common StockShares”) or and one warrant (each, a “Warrant” and collectively with the Warrants included in the Pre-funded Units (as defined below) , the “Firm Warrants”) to purchase one Common Share at an exercise price of $[•] for a period of five (5) years, subject to adjustment as provided in the Warrant and [•] pre-funded warrant to purchase one share of Common Stock units (each each, a “Pre-funded WarrantUnit” and collectivelyin the aggregate, the “Firm Pre-funded WarrantsUnits”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and), each Pre-funded Unit consisting of the Series A Warrant and Series B Warrantone [•] pre-funded warrant (each, a “Common Pre-Funded Warrant,” and collectivelyin the aggregate, the “Common Firm Pre-Funded Warrants”). The ; the Common Units, Pre-funded Units, Firm Shares, the Firm Pre-funded Warrants, Funded Warrants and the Common Firm Warrants are referred to as together, the “Firm Securities”) to purchase one Common Share at an exercise price of $0.01 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant, and one Warrant.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees Underwriters, severally and not jointly, agree to purchase from the Company the number of Units Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the a purchase price of (i) $[●•] per Common Unit (or 92.092.85% of the Public Purchase Price for one (1) Unit) for each per Common Unit including a offering price, allocated as [•] per Firm Share or (ii) and $[●0.00001] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Firm Warrant) and $[•] per Pre-funded Warrant Unit (92.85% of $0.001) for each Unit including a the per Pre-funded Unit offering price minus $0.01, allocated as [•] per Firm Pre-Funded Warrant and $[0.00001] per Firm Warrant). The Common Units and Pre-funded Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, Underwriter an aggregate of [●] units ______ Units (each, a “Unit” and collectively, the “Units”), each Unit consisting of (iA) one (1) share of the Company’s common stock American Depositary Shares (the “ADSs”) representing the five (5) ordinary shares, par value NIS 0.10 per share, of the Company (the “Ordinary Shares”), (B) a warrant, in the form filed as Exhibit 4.2 to the Registration Statement (as defined in Section 2.1.1 below), to purchase one ADS (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iiiC) one-tenth (1/10) of a Series B common warrant purchase right, in the form filed as Exhibit 4.3 to the Registration Statement, to purchase one 0.75 of an ADS (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warranteach, a “Common Warrant,Purchase Right” and collectively, the “Common WarrantsPurchase Rights”). Each Warrant shall be exercisable for a period of five (5) years at an exercise price of ______ per ADS, subject to adjustment as provided in the Warrants. Each Purchase Right shall be exercisable for a period of six (6) months at an exercise price of ______ per ADS, subject to adjustment as provided in the Purchase Rights. The Firm Shares, the Pre-funded Warrants, and the Common Warrants _________ Units are collectively referred to herein as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company ________ Firm Securities at a purchase price of $_____ per Unit. The Firm Securities are to be offered initially to the number of Units public as units at the offering price set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% cover page of the Public Purchase Price for one Prospectus (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrantas defined in Section 2.1.1 hereof).