Common use of Nature and Purchase of Securities Clause in Contracts

Nature and Purchase of Securities. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate (i) [___] shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (subject to adjustment as provided therein).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, an aggregate (i) of [________] shares of common stock (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) and an aggregate of [________] pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable for into an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [_____] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”), together with Common Stock purchase warrants (the “Firm Warrants”) to purchase up to an aggregate of [________] shares of Common Stock (subject to adjustment therein) (collectively, the “Common Warrant Shares” and together with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Pre-Funded Warrant Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (_____], subject to adjustment as provided thereinin the Warrant Agent Agreement between the Company and Continental Stock Transfer & Trust Company as “Warrant Agent” (the “Warrant Agent Agreement”). The Firm Shares, The Firm Warrant and the Pre-Funded Warrants are 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 share of Common Stock (93% of the per Firm Share offering price), $[_____] per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering price) 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 the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, an aggregate (i) of [________] shares of common stock (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) exercisable for an aggregate of [______] shares of Common Series C Convertible Preferred Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 par value $0.001 per share (the “Traditional WarrantsPreferred Shares”) exercisable for ), which are convertible into an aggregate of [______] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Conversion Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof), which shall have an exercise a stated value of $1,000 per share and shall have a conversion price equal of $[______], subject to $0.01 adjustment as provided in the Certificate of Designation, Preferences and Rights of the Preferred Shares (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing SecuritiesCertificate of Designation”); and (iii) Traditional Warrants to purchase up to the number , an aggregate of shares of [________] Series A Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”)purchase warrants, which shall have an exercise price of $[________] (subject the “Series A Warrants”) to adjustment purchase up to an aggregate of [________] shares of Common Stock, and an aggregate of [________] Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase up to an aggregate of [________] shares of Common Stock, which shall have an exercise price of $[________]. The Series A Warrants and Series B Warrants are collectively referred herein as provided thereinthe “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants are collectively referred to herein as the “Warrant Shares.”. The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares and the Conversion Shares are collectively referred to herein as the “Shares.” (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 (a) of $[_____] per share of Common Stock (93% of the per Firm Share offering price), $[____] per Preferred Share (93% of the per Preferred Share offering price), and $[_____] per Series A Warrant (93% of the per Series A Warrant offering price) and $[_____] per Series B Warrant (93% of the per Series B Warrant offering price) with respect to investors set forth on Schedule 1 attached hereto who do not have a pre-existing relationship with the Company, and (b) $[_____] per share of Common Stock (96.5% of the per Firm Share offering price), $[____] per Preferred Share (96.5% of the per Preferred Share offering price), and $[_____] per Series A Warrant (96.5% of the per Series A Warrant offering price) and $[_____] per Series B Warrant (96.5% of the per Series B Warrant offering price) with respect to investors set forth on Schedule 1 attached hereto who have a pre-existing relationship with the Company (the “Pre-Existing Relationship Investors”) . 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 Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the aggregate several Underwriters the following securities of the Company: (a) 5,134,731 common stock units (the “Firm Common Units”), each consisting of: (i) [___] shares of common stock one share of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”); (ii) a Series A warrant to purchase one share of Common Stock (the “Series A Warrant”), at an exercise price of $0.68, which shall be exercisable immediately for a period of five (5) years, subject to adjustment as provided therein; (iii) a Series B warrant to purchase one share of Common Stock (the “Series B Warrant”), at an exercise price of $0.68, which shall be exercisable immediately for a period of nine (9) months, subject to adjustment as provided therein; and (iv) a Series C warrant to purchase one share of Common Stock, (iithe “Series C Warrant,” and together with the Series A Warrant and Series B Warrant, the “Firm Warrants”), an exercise price of $0.68, which shall be exercisable immediately, subject to the vesting as described in the Prospectus (as defined below), for a period of nine-months or five (5) years as described in the Prospectus, subject to adjustment as provided therein; and (b) 5,894,680 pre-funded warrant units (the “Firm PFW Units,” and together with the Firm Common Units, the “Firm Units”), each consisting of: (i) pre-funded warrants in the form attached hereto as Exhibit A (the “Firm Pre-Funded Warrants”) exercisable for an aggregate of [___] shares to purchase one share of Common Stock, and at an exercise price of $0.6799 until such time as the Firm Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Firm Pre-Funded Warrant; (ii) a Series A Warrant; (iii) warrants in the form attached hereto a Series B Warrant; and (iv) a Series C Warrant. The Firm Common Units, Firm PFW Units and Firm Warrants are collectively referred to herein as Exhibit B-1 and Exhibit B-2 (the “Traditional WarrantsFirm Securities”. (ii) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchaseThe Underwriters, severally and not jointly, at agree to purchase from the Closing, the following securities of the Company: (i) Company the number of shares of Common Stock (the “Closing Shares”) Firm Securities set forth opposite the name of such Underwriter their respective names on Schedule 1 hereof; (ii) Pre-Funded Warrants to attached hereto and made a part hereof at a purchase up to the number of shares of Common Stock price set forth opposite in Schedule 2-A attached hereto and made a part hereof. The offering and sale of the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal Firm Securities is hereinafter referred to $0.01 (as the “Pre-Funded Warrant SharesOffering.”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (subject to adjustment as provided therein).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [ ] shares (each, a “Firm Share” and in the aggregate (iaggregate, the “Firm Shares”) [___] shares of common stock of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), (ii) an aggregate of [ ] pre-funded warrants (each, a “Firm Pre-Funded Warrant”, and in the form attached hereto as Exhibit A (aggregate, the “Firm Pre-Funded Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares purchase one share of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Firm Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___[ ] (until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided therein)in the Pre-Funded Warrant, and an aggregate of [ ] warrants (each, a “Firm Warrant”, and in the aggregate, the “Firm Warrants”) to purchase one share of Common Stock (the “Firm Common Stock Warrant Shares” and together with the Firm Pre-Funded Warrant Shares, the “Firm Warrant Shares”) at an exercise price of $[ ] for a period of five (5) years, subject to adjustment as provided in the Warrant. The Firm Shares, Firm Pre-Funded Warrants and Firm Warrants 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 set forth in Schedule 2-A attached hereto and made a part hereof.

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, (a) an aggregate (i) of [___●] shares of common stock (the “Shares”) of the Company’s common stock, $0.001 par value $0.001 per share (the “Common Stock”), (iib) pre-funded warrants (the “Common Warrants”) in the form attached hereto filed as Exhibit A (an exhibit to the “Pre-Funded Warrants”) exercisable for Registration Statement to purchase up to an aggregate of [___●] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___●] (subject to adjustment as provided thereinin the Common Warrants), and (c) pre-funded warrants (the “Pre-Funded Warrants” and together with the Common Warrants, the “Warrants”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of [●] shares of Common Stock (the “Pre-Funded Warrant Shares” and together with the Common Warrant Shares, the “Warrant Shares”), which shall have an exercise price of $0.0001 (subject to adjustment as provided in the Pre-Funded Warrants). The Shares and the Warrants are referred to herein as the “Securities.” The Shares and the Warrants shall be sold together as a fixed combination, each consisting of (i) one Share and (ii) [●] Common Warrant to purchase [●] share of Common Stock. The Pre-Funded Warrants and Common Warrants shall be sold together as a fixed combination, each consisting of (i) one Pre-Funded Warrant and (ii) [●] Common Warrant to purchase [●] share of Common Stock. The offering and sale of the Securities are hereinafter referred to as the “Offering.” (ii) The Underwriters, severally and not jointly, on a best efforts basis, agree to purchase from the Company the number of Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] per Share and accompanying Common Warrant (93.0% of the Offering Price) and $[●] per Pre-Funded Warrant and accompanying Common Warrant (93.0% of the Offering Price, as hereinafter defined); provided, however, that (i) with respect to the investors set forth on Schedule 2 attached hereto, the purchase price will be $[●] per Share and accompanying Common Warrant (96.5% of the Offering Price) and $[●] per Pre-Funded Warrant and accompanying Common Warrant (96.5% of the Offering Price), and (ii) with respect to the investors set forth on Schedule 3 attached hereto, the purchase price will be $[●] per Share and accompanying Common Warrant (94% of the Offering Price) and $[●] per Pre-Funded Warrant and accompanying Common Warrant (94% of the Offering Price). The Shares and accompanying Common Warrants will be initially offered to the public at the offering price (the “Offering Price”) set forth on the cover page of the Prospectus (as defined in Section 2.1 hereof), and the Pre-funded Warrants and accompanying Common Warrants will be initially offered to the public at the Offering Price less $0.0001. The Company acknowledges that the Underwriters are to make a “best efforts” public offering of the Securities as soon as the Representative deems it advisable to do so. The Representative may from time to time thereafter change the Offering Price and other selling terms. The Company acknowledges and agrees that a “best efforts” public offering does not assure that the Offering of the Securities will be consummated and that the Underwriters are not committed to purchase any or all of the Securities. (iii) The Company shall issue to the Representative or its designees on the Closing Date warrants (the “Underwriter Warrants”) to purchase that number of shares of Common Stock equal to 7.0% of the aggregate number of Shares issued and Pre-Funded Warrant Shares issuable on the Closing Date, excluding Shares and Pre-Funded Warrant Shares issuable to the investors set forth on Schedule 3, in each case in compliance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rules 5110(e) and 5110(g)(8). The Underwriter Warrants will have the same terms as the Common Warrants, except as otherwise required by FINRA.

Nature and Purchase of Securities. (a) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, an aggregate (i) of [___•] shares of common stock (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) and an aggregate of [•] pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable for into an aggregate of [___•] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”), together with Common Stock purchase warrants (the “Warrants”) to purchase up to an aggregate of [•] shares of Common Stock (subject to adjustment therein) (collectively, the “Common Warrant Shares” and together with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Pre-Funded Warrant Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (•], subject to adjustment as provided thereinin the Warrant Agreement (the “Warrant Agreement”). The Shares, the Warrant and the Pre-Funded Warrants are referred to herein as the “Securities.” The Underwriters, severally and not jointly, on a best efforts basis, agree to purchase from the Company the number of Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[•] per share of Common Stock (93% of the per Share offering price), $[•] per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering price) and $[•] per Warrant. The 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). It is understood that the several Underwriters are to make a “best efforts” public offering of the Securities as soon as the Representative deems it advisable to do so. The Representative may from time to time thereafter change the public offering price and other selling terms. The Company recognizes that “best efforts” does not assure that the offering of the Securities will be consummated and it is understood between the parties that there is no firm commitment by the Underwriters to purchase any or all of the Securities.

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, an aggregate of 2,450,000 shares (ithe “Firm Shares”) [___] shares of common stock of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants in the form attached hereto as Exhibit A an aggregate of 4,510 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “Pre-Funded WarrantsPreferred Shares”) exercisable for ), which are convertible into an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of 22,550,000 shares of Common Stock (the “Closing Conversion Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof), which shall have an exercise a stated value of $1,000 per share and shall have a conversion price equal of $0.20, subject to $0.01 adjustment as provided in the Certificate of Designation, Preferences and Rights of the Preferred Shares (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing SecuritiesCertificate of Designation”); and (iii) Traditional Warrants to purchase up to the number , an aggregate of shares of 25,000,000 Series A Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”)purchase warrants, which shall have an exercise price of $[___] 0.22 (subject the “Series A Warrants”) to adjustment purchase up to an aggregate of 25,000,000 shares of Common Stock, and an aggregate of 25,000,000 Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase up to an aggregate of 25,000,000 shares of Common Stock, which shall have an exercise price of $0.22. The Series A Warrants and Series B Warrants are collectively referred herein as provided thereinthe “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants are collectively referred to herein as the “Warrant Shares.” The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares and the Conversion Shares are collectively referred to herein as the “Shares.” (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 (a) of $0.1841 per share of Common Stock (93% of the per Firm Share offering price), $929.9981 per Preferred Share (93% of the per Preferred Share offering price), and $0.0009 per Series A Warrant (93% of the per Series A Warrant offering price) and $0.0009 per Series B Warrant (93% of the per Series B Warrant offering price) with respect to investors set forth on Schedule 1 attached hereto who do not have a pre-existing relationship with the Company, and (b) $0.1911 per share of Common Stock (96.5% of the per Firm Share offering price), $964.9981 per Preferred Share (96.5% of the per Preferred Share offering price), and $0.0009 per Series A Warrant (96.5% of the per Series A Warrant offering price) and $0.0009 per Series B Warrant (96.5% of the per Series B Warrant offering price) with respect to investors set forth on Schedule 1 attached hereto who have a pre-existing relationship with the Company (the “Pre-Existing Relationship Investors”) . 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 Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, an aggregate of 9,200,000 shares (ithe “Firm Shares”) [___] shares of common stock of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) and an aggregate of 13,656,000 pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable for into an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of 13,656,000 shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”), together with Common Stock purchase warrants (the “Firm Warrants”) to purchase up to an aggregate of 17,142,000 shares of Common Stock (subject to adjustment therein) (collectively, the “Common Warrant Shares” and together with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Pre-Funded Warrant Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (2.80, subject to adjustment as provided thereinin the Warrant Agent Agreement between the Company and Continental Stock Transfer & Trust Company as “Warrant Agent” (the “Warrant Agent Agreement”). The Firm Shares, The Firm Warrant and the Pre-Funded Warrants are 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 $0.651 per share of Common Stock (93% of the per Firm Share offering price), $0.65007 per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering price) and $0.00093 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 the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, (a) an aggregate (i) of [___*] shares of common stock (the “Firm Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), (iib) an aggregate of [*] pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable for into an aggregate of [___*] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”), and (c) Common Stock purchase warrants (subject to adjustment therein) (collectively, the “Firm Warrants” and together with the Traditional Option Warrants delivered at Closing(as hereinafter defined), the “Closing WarrantsWarrant Agreement”) to purchase up to an aggregate of [*] shares of Common Stock (the “Common Warrant Shares” and, collectively and together with the Closing Pre-Funded Warrant Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] *]. The Firm Shares, the Firm Warrants and the Pre-Funded Warrants are referred to herein as the “Firm Securities.” (subject ii) The Underwriters, severally and not jointly, agree to adjustment 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. The purchase price for one Firm Share shall be $[*], the purchase price for one Firm Warrant shall be $0.00093, and the purchase price for one Pre-Funded Warrant shall be $[*]. 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 provided thereindefined in Section 2.1.1 hereof).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, (a) an aggregate of 1,898,850 shares (ithe “Firm Shares”) [___] shares of common stock of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), (iib) an aggregate of 323,310 pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable for into an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of 323,310 shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”), and (c) Common Stock purchase warrants (subject to adjustment therein) (collectively, the “Firm Warrants” and together with the Traditional Option Warrants delivered at Closing(as hereinafter defined), the “Closing WarrantsWarrant Agreement”) to purchase up to an aggregate of 1,111,080 shares of Common Stock (the “Common Warrant Shares” and, collectively and together with the Closing Pre-Funded Warrant Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] 5.40. The Firm Shares, the Firm Warrants and the Pre-Funded Warrants are referred to herein as the “Firm Securities.” (subject ii) The Underwriters, severally and not jointly, agree to adjustment 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. The purchase price for one Firm Share shall be $5.022, the purchase price for one Firm Warrant shall be $0.00093, and the purchase price for one Pre-Funded Warrant shall be $5.02107. 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 provided thereindefined in Section 2.1.1 hereof).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties contained herein, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, an aggregate of 1,781,934 shares (ithe “Firm Shares”) [___] shares of common stock of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to 2,422,612 shares of Common Stock at an exercise price of $0.001 per share in the form of Exhibit A attached hereto as Exhibit A (the “Pre-Funded funded Warrants”) exercisable for an aggregate of [___] ), and common stock warrants to purchase up to 4,204,546 shares of Common Stock, and (iii) warrants Stock at an exercise price of $1.32 per share in the form of Exhibit B attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Common Warrants” and together with the Pre-funded Warrants and Firm Shares, the “Firm Securities”). Each Firm Share and each Pre-funded Warrant is being sold together with a Common Warrant to purchase one (1) exercisable for an aggregate share of [___] Common Stock. The offering and sale of the Firm Securities is hereinafter referred to as the “Offering.” The shares of Common Stock, Stock issuable upon the exercise of the Pre-funded Warrants are hereinafter referred to as the “Pre-funded Warrant Shares” and each Underwriter agrees the shares of Common Stock issuable upon the exercise of the Common Warrants are hereinafter referred to purchaseas the “Common Warrant Shares.” (ii) The Underwriters, severally and not jointly, at agree to purchase from the Closing, the following securities of the Company: (i) Company the number of shares Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $1.2276 per Firm Share and accompanying Common Warrant to purchase one (1) share of Common Stock (93% of the “Closing Shares”public offering price per Firm Share and accompanying Common Warrant) and $1.2267 per Pre-funded Warrant and accompanying Common Warrant (93% of the public offering price per Pre-funded Warrant and accompanying Common Warrant). The Firm Securities are to be offered initially to the public at the offering prices set forth opposite on the name cover page of such Underwriter on Schedule 1 the Prospectus (as defined in Section 2.1.1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (subject to adjustment as provided therein).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, an aggregate of 2,450,000 shares (ithe “Firm Shares”) [___] shares of common stock of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants in the form attached hereto as Exhibit A an aggregate of 4,510 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “Pre-Funded WarrantsPreferred Shares”) exercisable for ), which are convertible into an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of 22,550,000 shares of Common Stock (the “Closing Conversion Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof), which shall have an exercise a stated value of $1,000 per share and shall have a conversion price equal of $0.20, subject to $0.01 adjustment as provided in the Certificate of Designation, Preferences and Rights of the Preferred Shares (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing SecuritiesCertificate of Designation”); and (iii) Traditional Warrants to purchase up to the number , an aggregate of shares of 25,000,000 Series A Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”)purchase warrants, which shall have an exercise price of $[___] 0.22 (subject the “Series A Warrants”) to adjustment purchase up to an aggregate of 22,550,000 shares of Common Stock, and an aggregate of 25,000,000 Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase up to an aggregate of 22,550,000 shares of Common Stock, which shall have an exercise price of $0.22. The Series A Warrants and Series B Warrants are collectively referred herein as provided thereinthe “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants are collectively referred to herein as the “Warrant Shares.” The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares and the Conversion Shares are collectively referred to herein as the “Shares.” (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 (a) of $0.1841 per share of Common Stock (93% of the per Firm Share offering price), $929.9981 per Preferred Share (93% of the per Preferred Share offering price), and $0.0009 per Series A Warrant (93% of the per Series A Warrant offering price) and $0.0009 per Series B Warrant (93% of the per Series B Warrant offering price) with respect to investors set forth on Schedule 1 attached hereto who do not have a pre-existing relationship with the Company, and (b) $0.1911 per share of Common Stock (96.5% of the per Firm Share offering price), $964.9981 per Preferred Share (96.5% of the per Preferred Share offering price), and $0.0009 per Series A Warrant (96.5% of the per Series A Warrant offering price) and $0.0009 per Series B Warrant (96.5% of the per Series B Warrant offering price) with respect to investors set forth on Schedule 1 attached hereto who have a pre-existing relationship with the Company (the “Pre-Existing Relationship Investors”) . 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 Securities. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate (i) [___] 22,800,000 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) exercisable for an aggregate of [___] 1,700,000 shares of Common Stock, and (iii) Series B warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] 24,500,000 shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] 0.342 (subject to adjustment as provided therein).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, an aggregate (i) of [________] shares of common stock (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) exercisable for an aggregate of [______] shares of Common Series C Convertible Preferred Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 par value $0.001 per share (the “Traditional WarrantsPreferred Shares”) exercisable for ), which are convertible into an aggregate of [______] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Conversion Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof), which shall have an exercise a stated value of $1,000 per share and shall have a conversion price equal of $[______], subject to $0.01 adjustment as provided in the Certificate of Designation, Preferences and Rights of the Preferred Shares (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing SecuritiesCertificate of Designation”); and (iii) Traditional Warrants to purchase up to the number , an aggregate of shares of [________] Series A Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”)purchase warrants, which shall have an exercise price of $[________] (subject the “Series A Warrants”) to adjustment purchase up to an aggregate of [________] shares of Common Stock, and an aggregate of [________] Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase up to an aggregate of [________] shares of Common Stock, which shall have an exercise price of $[________]. The Series A Warrants and Series B Warrants are collectively referred herein as provided thereinthe “Firm Warrants” and the shares of Common Stock underlying the Firm Warrants are collectively referred to herein as the “Warrant Shares.” The Firm Shares, the Preferred Shares and the Firm Warrants are collectively referred to herein as the “Firm Securities.” The Firm Shares and the Conversion Shares are collectively referred to herein as the “Shares.” (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 (a) of $[_____] per share of Common Stock (93% of the per Firm Share offering price), $[____] per Preferred Share (93% of the per Preferred Share offering price), and $[_____] per Series A Warrant (93% of the per Series A Warrant offering price) and $[_____] per Series B Warrant (93% of the per Series B Warrant offering price) with respect to investors set forth on Schedule 1 attached hereto who do not have a pre-existing relationship with the Company, and (b) $[_____] per share of Common Stock (96.5% of the per Firm Share offering price), $[____] per Preferred Share (96.5% of the per Preferred Share offering price), and $[_____] per Series A Warrant (96.5% of the per Series A Warrant offering price) and $[_____] per Series B Warrant (96.5% of the per Series B Warrant offering price) with respect to investors set forth on Schedule 1 attached hereto who have a pre-existing relationship with the Company (the “Pre-Existing Relationship Investors”) . 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 Securities. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate (i) [___] 12,000,000 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) exercisable for an aggregate of [___] 1,000,000 shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 B (the “Traditional Warrants”) exercisable for an aggregate of [___] 13,000,000 shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] 0.5850 (subject to adjustment as provided therein).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, (a) an aggregate (i) of [___*] shares of common stock (the “Firm Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”), (iib) an aggregate of [*] pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable for into an aggregate of [___*] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”), and (c) Common Stock purchase warrants (subject to adjustment therein) (collectively, the “Firm Warrants” and together with the Traditional Option Warrants delivered at Closing(as hereinafter defined), the “Closing WarrantsWarrant Agreement”) to purchase up to an aggregate of [*] shares of Common Stock (the “Common Warrant Shares” and, collectively and together with the Closing Pre-Funded Warrant Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $ [*]. The Firm Shares, the Firm Warrants and the Pre-Funded Warrants are 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. The purchase price for one Firm Share shall be $[___] *], the purchase price for one Firm Warrant shall be $0.00093, and the purchase price for one Pre-Funded Warrant shall be $[*]. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (subject to adjustment as provided thereindefined in Section 2.1.1 hereof).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the aggregate several Underwriters the following securities of the Company: (a) [ ] common stock units (the “Firm Common Units”), each consisting of: (i) [___] shares of common stock one share of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”); (ii) a Series A warrant to purchase one share of Common Stock (the “Series A Warrant”), at an exercise price of $[ ], which shall be exercisable immediately for a period of five (5) years, subject to adjustment as provided therein; (iii) a Series B warrant to purchase one share of Common Stock (the “Series B Warrant”), at an exercise price of $[ ], which shall be exercisable immediately for a period of nine (9) months, subject to adjustment as provided therein; and (iv) a Series C warrant to purchase one share of Common Stock, (iithe “Series C Warrant,” and together with the Series A Warrant and Series B Warrant, the “Firm Warrants”), an exercise price of $[ ], which shall be exercisable immediately, subject to the vesting as described in the Prospectus (as defined below), for a period of nine-months or five (5) years as described in the Prospectus, subject to adjustment as provided therein; and |US-DOCS\146293200.10|| (b) [ ] pre-funded warrant units (the “Firm PFW Units,” and together with the Firm Common Units, the “Firm Units”), each consisting of: (i) pre-funded warrants in the form attached hereto as Exhibit A (the “Firm Pre-Funded Warrants”) exercisable for an aggregate of [___] shares to purchase one share of Common Stock, and at an exercise price of $[ ] until such time as the Firm Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Firm Pre-Funded Warrant; (ii) a Series A Warrant; (iii) warrants in the form attached hereto a Series B Warrant; and (iv) a Series C Warrant. The Firm Common Units, Firm PFW Units and Firm Warrants are collectively referred to herein as Exhibit B-1 and Exhibit B-2 (the “Traditional WarrantsFirm Securities”. (ii) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchaseThe Underwriters, severally and not jointly, at agree to purchase from the Closing, the following securities of the Company: (i) Company the number of shares of Common Stock (the “Closing Shares”) Firm Securities set forth opposite the name of such Underwriter their respective names on Schedule 1 hereof; (ii) Pre-Funded Warrants to attached hereto and made a part hereof at a purchase up to the number of shares of Common Stock price set forth opposite in Schedule 2-A attached hereto and made a part hereof. The offering and sale of the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal Firm Securities is hereinafter referred to $0.01 (as the “Pre-Funded Warrant SharesOffering.”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (subject to adjustment as provided therein).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, an aggregate of [●] Class A Units (i) [___] shares each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of common stock one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”)) and a warrant, (ii) pre-funded warrants in the form attached hereto filed as Exhibit A 4.[●] to the Registration Statement (as defined in Section 2.1.1 below), to purchase [●] share of Common Stock (each a “Warrant” and collectively, the “Pre-Funded Warrants”) exercisable for ), 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 share of Series B Convertible Preferred Stock, 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 adjustment, and Warrants to purchase [●] shares of Common Stock. Each Warrant shall be exercisable for a period of five (5) years at an exercise price of $[●] per share, and (iii) warrants subject to adjustment as provided in the form attached hereto Warrants. The [●] Class A Units and the [●] Class B Units are collectively referred to herein as Exhibit B-1 and Exhibit B-2 (the “Traditional WarrantsFirm Securities.” (ii) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchaseThe Underwriters, severally and not jointly, at agree to purchase from the Closing, the following securities of the Company: (i) Company the number of shares of Common Stock (the “Closing Shares”) Firm Securities set forth opposite the name of such Underwriter their respective names on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 attached hereto and made a part hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to a purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___●] per Class A Unit (subject 93% of the Class A Unit offering price) and $930.00 per Class B Unit (93% of the Class B Unit offering price). The Firm Securities are to adjustment be offered initially to the public as provided thereinunits at the respective offering prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Securities. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate (i) [___] shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 B (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”)hereof, which shall have an exercise price of $[___] (subject to adjustment as provided therein).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, an aggregate of 1,740,550 shares (ithe “Shares”) [___] shares of common stock of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) and an aggregate of 7,148,310 pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable for into an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of 7,148,310 shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”), together with Common Stock purchase warrants (the “Warrants”) to purchase up to an aggregate of 8,888,860 shares of Common Stock (subject to adjustment therein) (collectively, the “Common Warrant Shares” and together with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Pre-Funded Warrant Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (0.99, subject to adjustment as provided thereinin the Warrant Agreement (the “Warrant Agreement”). The Shares, the Warrant and the Pre-Funded Warrants are referred to herein as the “Securities.” (ii) The Underwriters, severally and not jointly, on a best efforts basis, agree to purchase from the Company the number of Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $0.837 per share of Common Stock (93% of the per Share offering price), $0.83607 per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering price) and $0.00093 per Warrant. The 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). It is understood that the several Underwriters are to make a “best efforts” public offering of the Securities as soon as the Representative deems it advisable to do so. The Representative may from time to time thereafter change the public offering price and other selling terms. The Company recognizes that “best efforts” does not assure that the offering of the Securities will be consummated and it is understood between the parties that there is no firm commitment by the Underwriters to purchase any or all of the Securities.

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the several Underwriters, (a) an aggregate (i) of [___*] shares of common stock (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (iib) an aggregate of [*] pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable for into an aggregate of [___*] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”), and (c) Common Stock purchase warrants (subject to adjustment therein) (collectively, the “Firm Warrants” and together with the Traditional Option Warrants delivered at Closing(as hereinafter defined), the “Closing Warrants”) in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Warrant Agreement”) to purchase up to an aggregate of [*] shares of Common Stock (the “Common Warrant Shares” and, collectively and together with the Closing Pre-Funded Warrant Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___*]. The Firm Shares, the Firm Warrants and the Pre-Funded Warrants are 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 share of Common Stock (subject 93% of the per Firm Share offering price), at a at a purchase price of $[*] per Warrant and $[*] per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering price). The Firm Securities are to adjustment be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as provided thereindefined in Section 2.1.1 hereof).

Nature and Purchase of Securities. (ai) Upon On the basis of the representations and warranties herein contained, but subject to the terms and subject to the conditions herein set forth hereinforth, the Company agrees to issue and sell in to the Underwriters on a several basis, an aggregate (i) [___] shares of common stock of the Company, par value $0.001 per share 47,457,628 Units (the “Common StockInitial Units”) at a purchase price of US$2.95 per Initial Unit (the “Offering Price”) for aggregate proceeds of approximately US$140,000,000, each Initial Unit consisting of one common share in the capital of the Company (an “Initial Share” and collectively, the “Initial Shares”) and one-half of one common share purchase warrant of the Company (a whole warrant, an “Initial Warrant” and collectively, the “Initial Warrants”). Each Initial Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (each an “Initial Warrant Share” and collectively, the “Initial Warrant Shares”) at a price of US$3.45 per Warrant Share, at any time until 5:00 p.m. (Eastern Time) on the date that is 60 months following the Closing Date (as defined below). The Warrants (as defined below) shall be created and issued pursuant to a warrant indenture (the “Warrant Indenture”) to be dated as of the Closing Date between the Company and TSX Trust Company, in its capacity as warrant agent thereunder. The Initial Units, Initial Shares and Initial Warrants shall have the material attributes described in and contemplated by the Registration Statement, the Pricing Prospectuses and the Prospectuses (each as defined below). (ii) pre-funded warrants The fee payable by the Company to the Underwriters pursuant to the purchase of the Initial Units shall be paid in cash in respect of an amount equal to 4.0% of the form attached hereto as Exhibit A gross proceeds from the Offering and in common shares of the Company to be issued at a price equal to the Offering Price in respect of an amount equal to 0.5% of the gross proceeds from the Offering (the “Pre-Funded WarrantsUnderwriters’ Initial Shares”) exercisable for an aggregate of [___] shares of Common Stock, and ). (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchaseThe Underwriters, severally and not jointly, at agree to purchase from the Closing, the following securities of the Company: (i) Company the number of shares of Common Stock (the “Closing Shares”) Initial Units set forth opposite the name of such Underwriter their respective names on Schedule 1 hereof; (ii) Pre-Funded Warrants attached hereto and made a part hereof at the Offering Price. The Initial Units are to purchase up be offered initially to the number public at the Offering Price. It is understood that the several Underwriters are to make a public offering of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise Initial Units as soon as the Underwriters deem it advisable to do so. The Underwriters may from time to time thereafter change the public offering price equal to $0.01 (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (subject to adjustment as provided therein)other selling terms.

Nature and Purchase of Securities. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate (i) [___] shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and (iii) warrants in the form attached hereto as Exhibit B-1 and Exhibit B-2 B (the “Traditional Warrants”) exercisable for an aggregate of [___] shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company: (i) the number of shares of Common Stock (the “Closing Shares”) set forth opposite the name of such Underwriter on Schedule 1 hereof; (ii) Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on Schedule 1 hereof, which shall have an exercise price equal to $0.01 (the “Pre-Funded Warrant Shares”) (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”); and (iii) Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule 1 hereof (the “Traditional Warrant Shares”), which shall have an exercise price of $[___] (subject to adjustment as provided therein).