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 several Underwriters, an aggregate of [●] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and a warrant, in the form filed as Exhibit 4.9 to the Registration Statement (as defined below) to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B Convertible Preferred Stock, $0.0001 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 years at an exercise price of $[●] per share, subject to adjustment as provided in the Warrants. The [●] Class A Units and the [●] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] per Class A Unit ([93]% of the per Class A Unit offering price) and $[●] per Class B Unit ([93]1% of the per Class B Unit 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). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●[ ] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 an exhibit to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) half of one share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●[ ] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B Convertible Preferred Stock, $0.0001 par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into [ ] shares of Common Stock at a conversion price of $[ ] per share, subject to adjustments and a Warrant Warrants to purchase the number up to [ ] shares of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering priceCommon Stock . Each Warrant shall be exercisable for a period of three years at an exercise price of $[●[ ] per share, subject to adjustment as provided in the Warrants. The [●[ ] Class A Units and the [●[ ] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●[ ] per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price). .. The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●] 861,710 Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 4.02 to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●] 11,984 Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B A Convertible Preferred Stock, $0.0001 par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into 285.7143 shares of Common Stock at a conversion price of 3.50 per share, subject to adjustment, and a Warrant Warrants to purchase the number 285.7143 shares of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering priceCommon Stock. Each Warrant shall be exercisable for a period of five (5) years at an exercise price of $[●] 3.50 per share, subject to adjustment as provided in the Warrants. The [●] 861,710 Class A Units and the [●] 11,984 Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price of $[●] 3.255 per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●] 2,520,000 Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 an exhibit to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●] 15,723 Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B Convertible Preferred Stock, $0.0001 par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into 869.5652173913043 shares of Common Stock at a conversion price of $1.15 per share, subject to adjustments, and a Warrant Warrants to purchase the number up to 13,672,173 shares of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering priceCommon Stock. Each Warrant shall be exercisable for a period of five years at an exercise price of $[●] 1.38 per share, subject to adjustment as provided in the Warrants. The [●] 2,520,000 Class A Units and the [●] 15,723 Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] 1.0695 per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●] 15,500,000 Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 4.7 to the Registration Statement (as defined below) ), to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●] 3,675 Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B Convertible Preferred Stock, $0.0001 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 $[●] 0.1875 per share, subject to adjustment as provided in the Warrants. The [●] 15,500,000 Class A Units and the [●] 3,675 Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price of $[●] 0.1395 per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●[ ] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 __ to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) half of a share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●[ ] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B A Convertible Preferred Stock, $0.0001 par value $0.001 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 three (3) years at an exercise price of $[●[ ] per share, subject to adjustment as provided in the Warrants. The [●[ ] Class A Units and the [●[ ] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price of $[●[ ] per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●[ ] per Class B Unit ([93]193% of the per Class B Unit offering price). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●[ ] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 A to Exhibit 4.6 to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) 0.5 of a share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●[ ] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B A Convertible Preferred Stock, $0.0001 par value $0.001 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 [●[ ] Class A Units and the [●[ ] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price of $[●[ ] per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●] Class A Units (each, a “Class A Unit” and collectively, the “664,000 Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.015 per share (the “Common Stock”) and a warrant, Warrants in the form filed as Exhibit 4.9 an exhibit to the Registration Statement (as defined belowthe “Warrants”) to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”)Stock, and an aggregate of [●] Class B Units (each, a “Class B Unit” and collectively, the “3,502 Class B Units”), each Class B Unit consisting of one (1) share of Series B A Convertible Preferred Stock, $0.0001 par value per share Stock (the “Preferred Stock”), ) and a Warrant number of Warrants equal 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 years at an exercise price Common Stock into which one share of $[●] per share, subject to adjustment as provided in the WarrantsPreferred Stock is initially convertible. The [●] 664,000 Class A Units and the [●] 3,502 Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] 0.6975 per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes . (iii) The Underwriters undertake, severally and not jointly, that they shall not knowingly allocate a $10 million or greater offering. If gross proceeds are less than $10 million then 94%number of Class A Units to any ultimate purchaser such that such purchaser’s beneficial ownership of the Common Stock would constitute a change of control of the Company for purposes of the Nasdaq Stock Market’s corporate governance rules.

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 several Underwriters, an aggregate of [●] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 an exhibit to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B Convertible Preferred Stock, $0.0001 par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into [●] shares of Common Stock at a conversion price of [●] per share, subject to adjustments, and a Warrant Warrants to purchase the number up to [●] shares of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering priceCommon Stock . Each Warrant shall be exercisable for a period of five years at an exercise price of $[●] per share, subject to adjustment as provided in the Warrants. The [●] Class A Units and the [●] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] per Class A Unit Uxxx ([93]% 00%0 of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price)) . The Firm Securities are to be offered initially to the public at units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%._____________

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 several Underwriters, an aggregate of [●] 1,424,000 Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 an exhibit to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●] 4,288 Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B Convertible Preferred Stock, $0.0001 par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into 2,000 shares of Common Stock at a conversion price of $0.50 per share, subject to adjustments, and a Warrant Warrants to purchase the number up to 8,576,000 shares of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering priceCommon Stock. Each Warrant shall be exercisable for a period of five years at an exercise price of $[●] 0.50 per share, subject to adjustment as provided in the Warrants. The [●] 1,424,000 Class A Units and the [●] 4,288 Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] 0.465 per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price). The Firm Securities are to be offered initially to the public at units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [ ] [●Class A] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 [ ] to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) [ ] share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [ ] [●] Class B Units Units] (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B A Convertible Preferred Stock, $0.0001 par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into [ ] shares of Common Stock at a conversion price of [$0…] per share, subject to adjustment, and a Warrant Warrants to purchase the number [ ] share of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering priceCommon Stock. Each Warrant shall be exercisable for a period of five (5) years at an exercise price of [$[●0…] per share, subject to adjustment as provided in the Warrants. The [●[ ] Class A Units and the [●[ ] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price of [$[●0….] per Class A Unit ([93]% 93% of the per Class A Unit offering price) and [$[●930.00] per Class B Unit ([93]193% of the per Class B Unit offering price). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●•] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and a warrant, in the form filed as Exhibit 4.9 4.[ ] to the Registration Statement (as defined below) to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●[ ] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B Convertible Preferred Stock, $0.0001 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 [●[ ] Class A Units and the [●[ ] Class B Units are collectively referred to herein as the “Firm Securities.”. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●•] per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●[ ] per Class B Unit ([93]193% of the per Class B Unit 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). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●[ ] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 an exhibit to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●[ ] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B Convertible Preferred Stock, $0.0001 par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into [ ] shares of Common Stock at a conversion price of $[ ] per share, subject to adjustments and a Warrant Warrants to purchase the number up to [ ] shares of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering priceCommon Stock . Each Warrant shall be exercisable for a period of five years at an exercise price of $[●[ ] per share, subject to adjustment as provided in the Warrants. The [●[ ] Class A Units and the [●[ ] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●[ ] per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price). .. The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●[ ] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 an exhibit to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●[ ] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B Convertible Preferred Stock, $0.0001 par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into [ ] shares of Common Stock at a conversion price of $[ ] per share, subject to adjustments and a Warrant Warrants to purchase the number up to [ ] shares of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering priceCommon Stock . Each Warrant shall be exercisable for a period of three years at an exercise price of $[●[ ] per share, subject to adjustment as provided in the Warrants. The [●[ ] Class A Units and the [●[ ] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●[ ] per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price). .. The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

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 several Underwriters, an aggregate of [●] 34,550,000 Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”) ), and a warrant, in the form filed as Exhibit 4.9 4.10 to the Registration Statement (as defined in Section 2.1.1 below) ), to purchase one (1) share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [●] 9,180 Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one (1) share of Series B A Convertible Preferred Stock, $0.0001 par value $0.001 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 $[●] 0.44 per share, subject to adjustment as provided in the Warrants. The [●] 34,550,000 Class A Units and the [●] 9,180 Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price of $[●] 0.372 per Class A Unit ([93]% 93% of the per Class A Unit offering price) and $[●] 930.00 per Class B Unit ([93]193% of the per Class B Unit offering price). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). 1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.