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 issue and sell to the Underwriter, an aggregate of (i) [ ] Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (b) one (1) warrant (each, a “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) 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) [ ] Class B Units (the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm Units”) each Firm Class B Unit consisting of (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 “Firm Conversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying the Firm Class B Units. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities.” Firm Shares and the Firm Warrants underlying the Firm Class A Units and the Firm Series 2 Preferred and the Firm Warrants underlying the Firm Class B Units will be separately 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 Underwriter, an aggregate of (i) [ ] Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (b) one (1) warrant (each, a “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase the number of shares one share of Common Stock equal to one half (1/2) of the number of Firm Shares underlying the such Firm Class A Units Unit at an exercise price of $[ ] per share (the “Firm Warrant Shares); and (ii) [ ] Class B Units (the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm Units”) each Firm Class B Unit consisting of (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 “Firm Conversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying the such Firm Class B UnitsUnit. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities.” Firm Shares and the Firm Warrants underlying the Firm Class A Units and the Firm Series 2 Preferred and the Firm Warrants underlying the Firm Class B Units will be separately 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 (i) [ [______] Class A Units ordinary shares, no par value per share (the “Firm Class A UnitsOrdinary Shares”), each Firm Class A Unit consisting of: (a) one (1) share of the Company (the “Firm Shares”) in the form of the Company’s common stock, par value $0.001 per share American Depositary Shares (the “Common StockADSs”), and with each ADS representing 40 Ordinary Shares, together with [●] warrants to purchase [●] ADSs at an exercise price equal to $[●] per ADS (b) “Warrants”). Each ADS shall be sold together with [●] of a Warrant to purchase one (1) additional ADS to be issued pursuant to a Warrant Agent Agreement to be dated as of the Closing Date (the “Warrant Agent Agreement”) between the Company and The Bank of New York Mellon, as warrant agent (each, a the “Firm Warrant” and collectively, Warrant Agent”). Such [●] Warrants are hereinafter called the “Firm Warrants”), each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) 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) [ ] Class B Units (the “Firm Class B Units,” and, together with the Firm Class A Units, the “Firm Units”) each Firm Class B Unit consisting of (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 “Firm Conversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying the Firm Class B Units. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities.” Each Firm Shares and Warrant shall be exercisable for a period of [five (5)] years at an exercise price of $[____] (the “Firm Warrant Exercise Price”), subject to adjustment as provided in the agreement evidencing the Firm Warrants underlying Warrants. The ADSs are to be issued pursuant to an amended and restated deposit agreement (the Firm Class A Units “Deposit Agreement”), dated as of [_____], 2017 among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders from time to time of the Firm Series 2 Preferred American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the Firm Warrants underlying ADSs. The Ordinary Shares represented by the Firm Class B Units will be separately transferable immediately upon issuanceADSs are referred to herein as the “Underlying Shares.”

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 29,382,861 shares (i) [ ] Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”), and (b) one (1) warrant (each, a “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Shares underlying the Firm Class A Units at an exercise price of $[ ] per share purchase warrants (the “Firm Warrant Shares); and (ii) [ ] Class B Units (the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm UnitsCommon Warrants”) each Firm Class B Unit consisting of (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 form filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”), and to be convertible into purchase up to an aggregate of [ ] 43,478,261 shares of Common Stock (the “Firm Conversion Common Warrant Shares”), which shall have an exercise price of $0.23 (subject to adjustment as provided in the Firm Warrants), and (bc) one Common Stock purchase warrants (1the “Firm Pre-Funded Warrants”) and together with the Firm WarrantCommon Warrants, each the “Firm Warrant Warrants”) in the form filed as an exhibit to the Registration Statement to purchase the number up to an aggregate of 14,095,400 shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying “Pre-Funded Warrant Shares” and together with the Firm Class B Units. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Common Warrant Shares, the “Warrant Shares”), which shall have an exercise price of $0.0001 (subject to adjustment as provided in the Firm Series 2 Preferred Pre-Funded Warrants). The Firm Shares and the Firm Conversion Shares Warrants are each referred to as a “Firm Security” and, collectively, herein as the “Firm Securities.” The Firm Shares and the Firm Warrants underlying the shall be sold together as a fixed combination, each consisting of (i) one Firm Class A Units Share and the (ii) one Firm Series 2 Preferred Warrant to purchase one share of Common Stock, with each combination consisting of one Firm Share and the one Firm Warrant to purchase one share of Common Stock being referred to herein as a “Unit.” The Firm Pre-Funded Warrants and Firm Warrants underlying the shall be sold together as a fixed combination consisting of one Firm Class B Units will be separately transferable immediately upon issuancePre-Funded Warrant and one Firm Warrant to purchase one share of Common Stock being referred to herein as a “Pre-Funded Unit”.

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) [ ] 1,849,460 Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (b) one (1) warrant (each, a “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase the number of shares one share of Common Stock equal to one half (1/2) of the number of Firm Shares underlying the such Firm Class A Units Unit at an exercise price of $[ ] 1.3125 per share (the “Firm Warrant Shares); and (ii) [ ] 4,060 Class B Units (the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm Units”) each Firm Class B Unit consisting of (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 [ ] 3,865,120 shares of Common Stock (the “Firm Conversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying the such Firm Class B UnitsUnit. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities.” Firm Shares and the Firm Warrants underlying the Firm Class A Units and the Firm Series 2 Preferred and the Firm Warrants underlying the Firm Class B Units will be separately 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 ________ shares (i) [ ] Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), and (b) one (1) warrant (each, a “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase the number an aggregate of shares of Common Stock equal to one half (1/2) of the number of Firm Shares underlying the Firm Class A Units at an exercise price of $[ ] per share ________ pre-funded warrants (the “Firm Warrant Shares); and (ii) [ ] Class B Units (the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm UnitsPre-Funded Warrants”) each Firm Class B Unit consisting of (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 form filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”hereinafter defined), and to be convertible exercisable into an aggregate of [ ] ________ shares of Common Stock (the “Firm Conversion Pre-Funded Warrant Shares”), and which shall have an exercise price of $0.001 per share (bsubject to adjustment as provided in the Pre-Funded Warrants), together with Common Stock purchase warrants (the “Firm Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) one (1) Firm Warrantin the form filed as an exhibit to the Registration Statement, each Firm Warrant to purchase the number up to an aggregate of ___________ shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying “Common Warrant Shares” and, together with the Firm Class B Units. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Pre-Funded Warrant Shares, the “Warrant Shares”), which shall have an exercise price of $___ (subject to adjustment as provided in the Firm Series 2 Preferred Warrants). The Firm Shares and the Firm Conversion Shares Warrants are each referred to as a “Firm Security” and, collectively, herein as the “Firm Securities.” The Firm Shares and/or Pre-Funded Warrants and the Firm Warrants underlying the shall be sold together as a fixed combination, each consisting of (i) one Firm Class A Units Share or one Pre-Funded Warrant, and the (ii) one Firm Series 2 Preferred Warrant to purchase [●] share of Common Stock, with each combination consisting of one Firm Share and the Firm Warrants underlying the Firm Class B Units will be separately transferable immediately upon issuanceone Warrant to purchase [●] shares of Common Stock being referred to herein as a “Unit” and each combination consisting of one Pre-Funded Warrant to purchase one share of Common Stock and one Warrant to purchase [●] share of Common Stock being referred to herein as a “Pre-Funded Unit.”

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) [ ] Class A Units 610,000 ordinary shares, no par value per share (the “Firm Class A UnitsOrdinary Shares”), each Firm Class A Unit consisting of: (a) one (1) share of the Company (the “Firm Shares”) in the form of American Depositary Shares (“ADSs”), with each ADS representing 40 Ordinary Shares, together with 610,000 warrants to purchase 610,000 ADSs at an exercise price equal to $10.00 per ADS (“Warrants”). Each ADS shall be sold together with one Warrant to purchase one additional ADS to be issued pursuant to a Warrant Agent Agreement to be dated as of the Company’s common stock, par value $0.001 per share Closing Date (the “Common StockWarrant Agent Agreement”) between the Company and The Bank of New York Mellon, as warrant agent (the “Warrant Agent”), and (b) one (1) warrant (each, a “Firm Warrant” and collectively, . Such 610,000 Warrants are hereinafter called the “Firm Warrants”), each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) 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) [ ] Class B Units (the “Firm Class B Units,” and, together with the Firm Class A Units, the “Firm Units”) each Firm Class B Unit consisting of (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 “Firm Conversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying the Firm Class B Units. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities.” Each Firm Shares and Warrant shall be exercisable for a period of five (5) years at an exercise price of $10.00 (the “Firm Warrant Exercise Price”), subject to adjustment as provided in the agreement evidencing the Firm Warrants underlying Warrants. The ADSs are to be issued pursuant to an amended and restated deposit agreement (the Firm Class A Units “Deposit Agreement”), dated as of June 8, 2017 among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders from time to time of the Firm Series 2 Preferred American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the Firm Warrants underlying ADSs. The Ordinary Shares represented by the Firm Class B Units will be separately transferable immediately upon issuanceADSs are referred to herein as the “Underlying Shares.”

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 27,754,649 shares (i) [ ] Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”), and (b) one (1) warrant (each, a “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Shares underlying the Firm Class A Units at an exercise price of $[ ] per share purchase warrants (the “Firm Warrant Shares); and (ii) [ ] Class B Units (the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm UnitsCommon Warrants”) each Firm Class B Unit consisting of (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 form filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”), and to be convertible into purchase up to an aggregate of [ ] 27,754,649 shares of Common Stock (the “Firm Conversion Common Warrant Shares”), which shall have an exercise price of $[__] (subject to adjustment as provided in the Firm Warrants), and (bc) one Common Stock purchase warrants (1the “Firm Pre-Funded Warrants” and together with the Firm Common Warrants, the “Firm Warrants”) Firm Warrant, each Firm Warrant in the form filed as an exhibit to the Registration Statement to purchase the number up to an aggregate of 27,754,649 shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying “Pre-Funded Warrant Shares” and together with the Firm Class B Units. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Common Warrant Shares, the “Warrant Shares”), which shall have an exercise price of $0.0001 (subject to adjustment as provided in the Firm Series 2 Preferred Pre-Funded Warrants). The Firm Shares and the Firm Conversion Shares Warrants are each referred to as a “Firm Security” and, collectively, herein as the “Firm Securities.” The Firm Shares and the Firm Warrants underlying the shall be sold together as a fixed combination, each consisting of (i) one Firm Class A Units Share and the (ii) one Firm Series 2 Preferred Warrant to purchase one share of Common Stock, with each combination consisting of one Firm Share and the one Firm Warrants underlying the Firm Class B Units will be separately transferable immediately upon issuanceWarrant to purchase one share of Common Stock being referred to herein as a “Unit.”

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 [__] shares (i) [ ] Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), and (b) one (1) warrant (each, a “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant [__] pre-funded warrants to purchase the number of shares of our Common Stock equal to one half (1/2) 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) [ ] Class B Units (the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm UnitsPre-Funded Warrants”) each Firm Class B Unit consisting of (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 form filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”hereinafter defined), and to be convertible exercisable into an aggregate of [ [__] shares of Common Stock (the “Firm Conversion Pre-Funded Warrant Shares”), which shall have an exercise price of $0.001 per share (subject to adjustment as provided in the Pre-Funded Warrants) and (bc) one Common Stock purchase warrants (1the “Firm Warrants”, and together with the Pre-Funded Warrants, the “Warrants”) Firm Warrant, each Firm Warrant in the form filed as an exhibit to the Registration Statement to purchase the number up to an aggregate of [__] shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying “Common Warrant Shares”, and together with the Firm Class B Units. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Pre-Funded Warrant Shares, the “Warrant Shares”), which shall have an exercise price of $[__] (subject to adjustment as provided in the Firm Series 2 Preferred Warrants). The Firm Shares and the Firm Conversion Shares Warrants are each referred to as a “Firm Security” and, collectively, herein as the “Firm Securities.” The Firm Shares and/or Pre-Funded Warrants and the Firm Warrants underlying the shall be sold together as a fixed combination, each consisting of (i) one Firm Class A Units Share or one Pre-Funded Warrant, and the (ii) one Firm Series 2 Preferred Warrant to purchase one-half of one share of Common Stock, with each combination consisting of one Firm Share and the one Firm Warrants underlying the Warrant to purchase one-half of one share of Common Stock being referred to herein as a “Unit” and each combination consisting of one Pre-Funded Warrant to purchase one share of Common Stock and one Firm Class B Units will be separately transferable immediately upon issuanceWarrant to purchase one-half of one share of Common Stock being referred to herein as a “Pre-Funded Unit.”

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 [•] shares (i) [ ] Class A Units (the each a “Firm Class A Units”)Share” and collectively, each Firm Class A Unit consisting of: (a) one (1) share (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: (bi) one Class A warrant to purchase one share of Common Stock at an exercise price of $[•] per share (1[•]% 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) warrant hereof), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each, each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrants”), each Firm Warrant ) and (ii) one Class B warrant to purchase the number one-half of shares one share of Common Stock equal to one half (1/2) of the number of Firm Shares underlying the Firm Class A Units at an exercise price of $[ [•] per share ([•]% of the “public offering price per Firm Warrant SharesShare set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof); and (ii) [ , or an aggregate of [•] Class B Units warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Units” andWarrants”, and together with the Firm Class A UnitsWarrants, the “Firm Units”) each Firm Class B Unit consisting of (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 PreferredWarrants”), containing the relative rights, preferences, limitations . Each combined Firm Share 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 “Firm Conversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying the Firm Class B Units. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each is referred to herein individually as a “Firm Security” and, collectively, and the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares and the Firm Warrants underlying Shares, the Firm Class A Units Warrants and the Firm Series 2 Preferred and the Firm Warrants underlying the Firm Class B Units Warrants will be separately transferable separated 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 Underwriter, Underwriter an aggregate of [•] shares (i) [ ] Class A Units (the each a “Firm Class A Units”)Share” and collectively, each Firm Class A Unit consisting of: (a) one (1) share (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: (bi) one Class A warrant to purchase one share of Common Stock at an exercise price of $[•] per share (1[•]% 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) warrant hereof)), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each, each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrants”), each Firm Warrant ) and (ii) one Class B warrant to purchase the number one-half of shares one share of Common Stock equal to one half (1/2) of the number of Firm Shares underlying the Firm Class A Units at an exercise price of $[ [•] per share ([•]% of the “public offering price per Firm Warrant SharesShare set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof); and (ii) [ ), or an aggregate of [•] Class B Units warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Units” andWarrants”, and together with the Firm Class A UnitsWarrants, the “Firm Units”) each Firm Class B Unit consisting of (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 PreferredWarrants”), containing the relative rights, preferences, limitations . Each combined Firm Share 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 “Firm Conversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying the Firm Class B Units. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each is referred to herein individually as a “Firm Security” and, collectively, and the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares and the Firm Warrants underlying Shares, the Firm Class A Units Warrants and the Firm Series 2 Preferred and the Firm Warrants underlying the Firm Class B Units Warrants will be separately transferable separated 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 [●] shares (i) [ ] Class A Units (each, a “Company Offering Firm Share” and collectively, the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Company Offering Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ) and (b) one (1) warrant (each, [●] pre-funded warrants ( each a “Firm Pre-funded Warrant” and collectively, the “Firm Pre-funded Warrants”), each Firm Warrant ) to purchase the number of shares one share of Common Stock equal to one half (1/2) of the number of Firm Shares underlying the Firm Class A Units at an exercise price of $[ 0.01 until such time as the Firm Pre-funded Warrant is exercised in full subject to adjustment as provided in the Firm Pre-funded Warrant and 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 “Firm Share” and collectively are the Firm Shares. For every one Company Offering Firm Share or Firm Pre-funded Warrant 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-year warrant to purchase one share of Common Stock at an exercise price of $[●] per share (100.0% of the combined public offering price per Firm Share and Firm Company Warrant as defined hereto in the Offering) (each, a “Firm Warrant Shares); and (ii) [ ] Class B Units (the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm Units”) each Firm Class B Unit consisting of (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 PreferredCompany Warrant”), 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 or an aggregate of [ [●] five-year warrants to purchase an aggregate of [●] shares of Common Stock (the “Firm Conversion SharesCompany Warrants” and together with the Firm Shares and the Firm Pre-Funded Warrants, the “Firm Securities,” and, each individually, a “Firm Security”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying the Firm Class B Units. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Pre-Funded Warrant Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities.” Firm Shares and the Firm Company Warrants underlying the Firm Class A Units and the Firm Series 2 Preferred and the Firm Warrants underlying the Firm Class B Units will be separately transferable separated immediately upon issuance.