Common use of Purchase, Sale and Delivery of Shares Clause in Contracts

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares ADSs, to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Units ADSs set forth opposite the names name of the Underwriters Underwriter in Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 $ per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters Underwriter at any time and from time to time time, in whole or in part, on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier later than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised exercised, unless the Company and the Representative Underwriter otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriter elects to purchase less than all or any portion of the Option Securities subject to the terms and conditions set forth hereinShares, (i) the Company shall become obligated agrees to sell to the Underwriters Underwriter the number of Option Securities ADSs obtained by multiplying the number of Option ADSs specified in such notice; (ii) each notice by a fraction, the numerator of which is the number of Option ADSs set forth opposite the name of the Underwriters, acting severally Underwriter in Schedule I hereto under the caption “Number of Option ADSs to be Sold” and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)ADSs. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants ADSs shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the RepresentativeUnderwriter, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 8:00 a.m. Eastern Pacific Time, on the second (2nd) (or if the Firm Securities are priced[ ], as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof2021, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares Shares, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative Underwriter may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts account of the several UnderwritersUnderwriter, which delivery shall with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and On the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may beCompany shall issue to the Underwriter (and/or its designees), warrants (the “Underwriter Warrants”), in form and substance acceptable to the Underwriter, for the account purchase of an aggregate of [●] ADSs, which shall be registered in the name or names and shall be in such Underwriter, but any such payment shall not relieve such denominations as the Underwriter from any of its obligations under this Agreementmay request at least one (1) business day before the Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several UnderwritersShares, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price to be paid by the Underwriter to the Company for each Firm Unit Share shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare (the “Purchase Price”). (b) The Company Selling Stockholder hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, right to purchase at the Purchase Price all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company Selling Stockholder (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have Option Notice has been exercised delivered to the Selling Stockholder unless the Company Selling Stockholder and the Representative Underwriter otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriter elects to purchase less than all or any portion of the Option Securities subject to Shares, the terms and conditions set forth herein, (i) the Company shall become obligated Selling Stockholder agrees to sell to the Underwriters Underwriter the number of Option Securities Shares specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Notice. (c) Payment of the purchase price Purchase Price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares and Option Shares will be delivered by the Company to the RepresentativeUnderwriter, for the respective accounts of the several Underwriters against payment of the purchase price Purchase Price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Rxxx Capital Partners, LLC, Harborside Financial Center Plaza 5800 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) third (or if the Firm Securities Shares and Option Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date and the Option Closing Date, the Company shall deliver the Firm Securities Shares or the Option Shares, as applicable, which shall be registered in the name or names and shall be in such denominations as the Representative Underwriter may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts account of the several UnderwritersUnderwriter, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian systemDWAC system unless otherwise requested by the Underwriter. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and On the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may beCompany shall issue to the Underwriter (and/or its designees), warrants (the “Underwriter Warrants”), in form and substance acceptable to the Underwriter, for the account purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such Underwriter, but any such payment shall not relieve such denominations as the Underwriter from any of its obligations under this Agreementmay request at least one (1) business day before the Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, agree to purchase the Firm Units Shares set forth opposite the names name of the Underwriters in on Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Unit Share shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties representations and representations warranties, and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters at any time time, and from time to time time, on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dSection 4(d) belowhereof. (d) The Firm Securities will Shares shall be delivered by the Company to the RepresentativeUnderwriter, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of WallachBeth Rxxx Capital Partners, LLC, Harborside Financial Center Plaza 5800 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Timetime, on the second first (2nd1st) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third second (3rd2nd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several respective Underwriters, which delivery shall with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLCOn the Closing Date, has been authorizedthe Company shall issue to the Representative (and/or its designees), warrants (the “Initial Underwriter Warrants”), in form and substance substantially in the form attached hereto as Exhibit C, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price forof an aggregate of [●] shares of Common Stock, registered in the Firm Securities name or names and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not in such denominations as the Representative may request at least one (1) business day before the Closing Date. In the event that the Underwriters exercise the option to purchase some or all of the UnderwritersOption Shares, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any on each Option Closing Date, the Company shall issue to the Representative (and/or its designees), warrants (the “Option Underwriter Warrants,” and, together with the Initial Underwriter Warrants, the “Underwriter Warrants”), substantially in the form attached hereto as Exhibit C, to purchase that number of shares of Common Stock that is equal to ten percent (10%) of the number of Option Shares being purchased on such Option Closing Date, which shall be registered in the name or names and be in such denominations as the case Representative may be, for request at least one (1) business day before the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementOption Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 _____ per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriters for the Option Share Shares shall be equal to $5.50. The purchase price to be paid ______ per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Optionshare. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriters elect to purchase less than all or any portion of the Option Securities subject to the terms and conditions set forth hereinShares, (i) the Company shall become obligated agrees to sell to the Underwriters the number of Option Securities Shares obtained by multiplying the number of Option Shares specified in such notice; (ii) each notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite the name of the Underwriters, acting severally Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Purchased” and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Shares. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Aegis Capital LLC, Harborside Financial Center Plaza 5Corp., 000 Xxxxxx Xxxxxxx Xxxxxx, Suite 141000xx Xxxxx, Jersey CityXxx Xxxx, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system. (e) It is understood that WallachBeth Capital LLC, the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities Shares and any Option Securities Shares the Underwriters have agreed to purchase. WallachBeth Capital LLCThe Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a five-year warrant (the “Representative’s Warrant”) for the purchase of an aggregate of ___ shares of Common Stock, representing up to 8% of the Firm Shares. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the effective date (the “Effective Date”) of the Registration Statement and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock equal to 125% of the initial public offering price of the Firm Shares (subject to adjustment as set forth therein). The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offering of the Securities or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 [●] per Firm Unit (9192% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01[ ] per Firm Tradeable Warrant and $[0.01[ ] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50[●]. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01[ ]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01[ ]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company the number of Firm Units Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50US$14.10 per Share. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Firm Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, Representatives for the respective accounts account of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLCXxxxxxx Procter LLP, Harborside Financial Center Plaza 5The New York Times Building, 000 Xxxxxx Xxxxxx620 Eighth Avenue, Suite 1410New York, Jersey City, NJ 07311New York, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, time on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery being herein referred to as the “First Closing Date.” If the Representatives so elect, delivery of the Firm Shares is may be made by credit through Deposit/Withdrawal At Custodian (“DWAC”) to the accounts at The Depository Trust Company designated by the Representatives, or through CDS Clearing and Depository Services Inc. For the purposes hereof, a “business day” shall mean any day other than a Saturday, Sunday or statutory or civic holiday or any other day on which banks are not open for in-person business in the City of New York, New York. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to purchase all or any portion of the Option Shares to be sold by the Company hereunder, at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time and from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by the Representatives, when the Option Shares are to be delivered, such time and date being herein referred to herein as the “Second Closing” and “Second Closing Date.,” On respectively; provided, however, that the Second Closing DateDate shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company shall deliver to the Firm Securities which shall be registered in Representatives for the name or names and shall be in such denominations as the Representative may request on behalf account of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make against payment of the purchase price fortherefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxxxx Procter LLP, The New York Times Building, 620 Eighth Avenue, New York, New York, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern time, on the Firm Securities Second Closing Date. If the Representatives so elect, delivery of the Option Shares may be made by credit through DWAC to the accounts at The Depository Trust Company designated by the Representatives, or through CDS Clearing and Depository Services Inc. (c) The Underwriters shall be permitted to appoint additional investment dealers or brokers (each, a “Selling Firm”) as its agents in the offering of the Shares and the Representatives may determine the remuneration payable to such Selling Firm. The Underwriters may offer the Shares, directly and through Selling Firms or any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative affiliate of the Underwriters, may in the Qualifying Jurisdictions and the United States for sale to the public or to purchasers otherwise permitted to purchase the Shares in accordance with the Securities Act, the Rules and Regulations and the Canadian Securities Laws and upon the terms and conditions set forth in the Final Prospectuses and in this Agreement. Each Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement. The Representatives shall promptly (but shall and in any event within two Business Days from the completion of the distribution of the Shares) notify the Company when, in their opinion, the distribution of the Shares has ceased and will provide to the Company, as soon as practicable thereafter, a breakdown of the number of Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Qualifying Authorities and, if applicable, in the United States. Notwithstanding the foregoing provisions of this Section 3(c), the Underwriters will not be obligated to) make payment for any Securities liable to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations Company under this AgreementSection 3(c) with respect to a default by an appointed Selling Firm.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●[ ] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Underwriter shall have Selling Shareholders agrees to sell the rightShareholder Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase all or any portion the Shareholder Shares set forth opposite the names of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made Underwriters in connection with the transactions contemplated herebySchedule I hereto. The purchase price to be paid per Option for each Shareholder Share shall be equal to $5.50. The purchase price to be paid [ ] per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)share. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below.[Intentionally Omitted] (d) The Firm Securities Shares will be delivered by the Company and the Selling Shareholders to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company and the Selling Shareholders at the offices of WallachBeth Capital Bxxxxxxx Capital, LLC, Harborside Financial Center Plaza 5500 Xxxxxx Xxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxx Xxxxxxxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative Representative, the Company and the Company Selling Shareholders determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company and the Selling Shareholders shall deliver the Firm Securities Shares which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system. (e) It is understood that WallachBeth Capital LLC, the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities Shares the Underwriters have agreed to purchase. WallachBeth Capital LLCThe Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares and Warrants to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares and Warrants set forth opposite the names of the Underwriters in Schedule I hereto. The combined purchase price to be paid by the Underwriters to the Company for each Firm Unit the Shares and the Warrants shall be shall be $5.01 ___ per Firm Unit (91% of the public offering price for each Firm Unit) Share and related Warrant, which purchase price will shall be allocated as $[●] ____ per Firm Share, $[0.01] per Firm Tradeable Warrant Share and $[0.01] ___ per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Rxxx Capital Partners, LLC, Harborside Financial Center Plaza 5800 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Time, Pacific Time on the second (2nd) third (or if the Firm Securities Shares and the Warrants are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, time the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares and Warrants is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares and the Warrants which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect be made by FAST issuance as to the Firm Securities, Shares and physical delivery as to the Warrants to be made through received or directed by the facilities Representative on behalf of the Depository Trust Company’s Deposit or Withdrawal at Custodian systemUnderwriters no later than one (1) business day following the Closing Date. (ec) It is understood that WallachBeth Capital LLCOn the Closing Date, has been authorizedthe Company shall issue to the Representative (and/or its designees), a warrant (the “Representative Warrant”), in form and substance acceptable to the Representative, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price forof an aggregate of ____ Units, which shall be registered in the Firm Securities name or names and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not shall be in such denominations as the Representative of the Underwriters, may request at least one (but shall not be obligated to1) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by business day before the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 [●] per Firm Unit (9192% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] 0.01 per Firm Tradeable Warrant and $[0.01] 0.01 per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50[●]. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 [●] per Firm Unit (9192% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] 0.15 per Firm Tradeable Warrant and $[0.01] 0.15 per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50[●]. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $ $5.01 [ ] per Firm Unit (9192% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●[ ] per Firm Share, Share and $[0.01[ ] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50[ ] per Option Share. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid [ ] per Option Non-tradeable Warrant shall be equal to $[0.01]Warrant. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I 1 opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital Capital, LLC, Harborside Financial Center Plaza 5, 000 100 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system. (e) It is understood that WallachBeth Capital Capital, LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital Capital, LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company hereby agrees to issue to the Underwriters (and/or its designees) on the Closing Date a five-year warrant (the “Representative’s Warrant”) for the purchase of an aggregate of 96,153 shares of Common Stock, representing up to 5% of the Firm Units. The Representative’s Warrant, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the effective date (the “Effective Date”) of the Registration Statement and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock equal to $3.12 (120% of the per Unit offering price) (subject to adjustment as set forth therein). The Representative’s Warrant and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offering of the Securities or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several UnderwritersShares, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Units Shares set forth opposite the names name of the Underwriters Underwriter in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each the Firm Unit Shares shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant share and $[0.01] per Firm Non-tradeable related Underwriter Warrant. (b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, right to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriters for the Option Share Shares shall be equal to $5.50. The purchase price to be paid [ ] per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Optionshare. This Over-Allotment Option option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares, as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the RepresentativeUnderwriter, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital EX XXXXXX, division of Benchmark Investments, LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx 500 Xxxxxxx Xxxxxx, Suite 141000xx Xxxxx, Jersey CityXxx Xxxx, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) third (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative Underwriter may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts account of the several UnderwritersUnderwriter, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, the Representative has been authorized, for its own account and the accounts of the several Underwriters, authorized to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities Shares and any Option Securities Shares that the Underwriters have Underwriter has agreed to purchase. WallachBeth Capital LLCThe Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities Shares to be purchased by any the Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such the Underwriter, but any such payment shall not relieve such the Underwriter from any of its obligations under this Agreement. (f) On the Closing Date, the Company shall issue to the Underwriter (and/or it’s designee(s)), warrants (the “Underwriter Warrants”), in form and substance acceptable to the Underwriter, for the purchase of an aggregate of [●] shares of Common Stock, representing 5.0% of the number of Firm Shares, which shall be registered in the name or names and shall be in such denominations as Underwriter may request at least one (1) business day before the Closing Date, and shall be exercisable, in whole or in part, commencing on the six month anniversary of the Effective Date and expiring on the three-year anniversary of the Effective Date at an initial exercise price per Common Shares of $[●], which is equal to 125.0% of the initial public offering price of the Firm Shares. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants the Underwriter Warrant Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 [*] per Firm Unit (or 91% of the public offering price) (the Unit Offering Price”), provided however, that if more than twenty-five percent (25.0%) of the Firm Units offered hereby are sold to existing investors in the Company as agreed by the Representative, then the purchase price for each the Firm Unit) which purchase price Units sold to those investors will be allocated as reduced to $[●*] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare (or 96% of the public offering price). The prices of the Units shall be set forth in Schedule II hereof. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and Option Warrants or Option Warrants, or any combination of Option Shares and Option Warrants, and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to the product of the Unit Offering Price minus $5.50. The 0.01 multiplied by 0.91 and the purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]0.0091. The Underwriters shall not be under any obligation to purchase any of the Option Securities Shares or Option Warrants prior to the exercise of the Over-allotment Allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option Over-Allotment Option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day Business Day after the date on which the option Over-Allotment Option shall have been exercised nor later than the fifth (5th) business day Business Day after the date on which the option Over-Allotment Option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of the Option Securities Shares or Option Warrants subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice; and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their its sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made . “Business Day” means any day other than Saturday, Sunday or other day on an Option Closing Date which commercial banks in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered City of New York are authorized or required by the Company law to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood remain closed; provided that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but banks shall not be obligated to) make payment for any Securities deemed to be purchased authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by any Underwriter whose funds customers on such day. Any action that is to take place hereunder on a day that is not a Business Day shall not have been received by take place on the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementnext succeeding Business Day.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to issue sell to each Underwriter and sell the Firm Units to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a price of $___________ per share, the number of Firm Units Shares (to be adjusted by you to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company and each of the Selling Shareholders, as set forth opposite their respective names in Schedule B hereto, by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the names name of such Underwriter in Schedule A hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters in Schedule I heretofrom the Company and the Selling Shareholders hereunder. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm ShareIn addition, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon on the basis of the representations, warranties and representations covenants contained herein and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase at the Underwriters' election up to 508,174 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter shall have the rightagrees, severally and not jointly, to purchase all or any that portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option election shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (iadjustment to eliminate fractional shares) the Company shall become obligated to sell to the Underwriters the determined by multiplying such number of Option Securities specified in such notice; (ii) each Shares by a fraction the numerator of which is the Underwriters, acting severally and not jointly, shall purchase that portion of the total maximum number of Option Securities then being purchased Shares which such Underwriter is entitled to purchase as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to in Schedule A hereto and the total denominator of which is the maximum number of Option Warrants, subject, in each case, Shares which all of the Underwriters are entitled to such adjustments as the Representative, in their sole discretion, shall determinepurchase hereunder. The Representative may cancel time and date at which certificates for Option Shares are to be delivered shall be determined by the Over-Allotment Option at Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any time event be prior to the expiration Closing Date. If the date of exercise of the Over-Allotment option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Certificates in definitive form for the Shares to be purchased by written each Underwriter hereunder, and in such denominations and registered in such names as Dain Xxxxxxxx Xxxxxxx xxx request upon at least 48 hours' prior notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants Company, shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by or on behalf of the Company or the Selling Shareholders, as applicable, to the Representative, you for the respective accounts account of such Underwriter at such time and place as shall hereafter be designated by the several Underwriters Representatives, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day Federal or other funds payable to the order of the Company at the offices of WallachBeth Capital LLCimmediately available in Minneapolis, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option NoticeMinnesota. The time and date of such delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Dateand payment shall be, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company Selling Stockholder agrees to issue and sell the Firm Units to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Selling Stockholder, at a purchase price equal to $6.58 per share (the “Per Share Price”), the number of Firm Units Shares as set forth opposite the names name of the Underwriters Underwriter on Schedule III hereto, and (ii) in Schedule I heretothe event and to the extent that the Underwriter shall exercise the election to purchase Additional Shares as provided below, the Selling Stockholder agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling Stockholder, at the Per Share Price, that number of Additional Shares as to which such election shall have been exercised. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of As referenced in Section 4(a)(ii) above, the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company Selling Stockholder hereby grants to the Underwriters Underwriter the option to purchase some or all of from the Option Securities andSelling Stockholder the Additional Shares, upon at the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Per Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment OptionPrice. This Over-Allotment Option option may be exercised by the Underwriters Underwriter in whole or in part at any time and from time to time (but not more than once) on or before the date that is forty-fifth five (45th45) day days following the date hereof, by written notice to the Company (the “Option Notice”)Selling Stockholder. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) two business day days after the date on which the option shall have been exercised unless the Company Selling Stockholder and the Representative Underwriter otherwise agreeagree in writing. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of for the Option Additional Shares and/or the Option Warrants shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dSection 4(b) below. (db) The Firm Securities Shares will be delivered by the Company Selling Stockholder to, or as directed by, the Underwriter and the Underwriter shall deliver or cause to be delivered to the RepresentativeSelling Stockholder, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same transfer, same-day funds payable to the order of the Company Selling Stockholder equal to the aggregate purchase price for the Firm Shares or the Additional Shares, as appropriate, at the offices of WallachBeth Capital LLCNational Securities Corporation, Harborside Financial Center Plaza 5, 000 Xxxxxx 200 Xxxxx Xxxxxx, Suite 141025th Floor, Jersey CityNew York, NJ 07311NY 10281, or such other location as directed by the Underwriter and may be mutually acceptable, (1) with respect to the Firm Shares, at 9:00 11:00 a.m. Eastern Time, time on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, on or after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company Selling Stockholder determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at Act (such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is being herein referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names ”) and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (12) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm SecuritiesAdditional Shares, be made through at 11:00 a.m. Eastern time on the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date. If the Underwriter so elects, as delivery of the case Shares may be, for be made by credit through full fast transfer to the account of such at The Depository Trust Company designated by the Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several UnderwritersUnderwriters identified in SCHEDULE I annexed hereto _________ Firm Shares, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase from the Company the number of Firm Units Shares as hereinafter set forth at the price per share of $__________. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the names name of such Underwriter in SCHEDULE I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantunder this Agreement. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the representations, warranties and representations agreements herein contained, and subject to the terms and conditions herein set forth, the Underwriter shall have Principal Shareholder agrees, severally and not jointly, to sell to the rightUnderwriters _____________________ full Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase all or any portion of from the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Principal Shareholder the number of Option Securities specified Firm Shares as hereinafter set forth at the same purchase price per share as stated in such notice; (ii) the preceding paragraph. The obligation of each of Underwriter to the Underwriters, acting severally and not jointly, Principal Shareholder shall be to purchase from the Principal Shareholder that portion of the total number of Option Securities then being purchased full Firm Shares which (as set forth nearly as practicable in Schedule I opposite full shares as determined by the name of such Underwriter, subject Representatives) bears the same proportion to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants Firm Shares to be sold by such Principal Shareholder as the number of shares set forth in Schedule I opposite the name of such Underwriter in SCHEDULE I annexed hereto bears to the total number of Option Warrants, subject, in each case, Firm Shares to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration be purchased by all of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Underwriters under this Agreement. (c) Payment On the First Closing Date (as hereinafter defined), the Company and the Custodian on behalf of the purchase price for and delivery of Principal Shareholder will deliver to the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and Representatives, at the same office as offices of Xxxxxx & Xxxxxxx, 0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or through the payment for the Firm Securities as set forth in subparagraph (d) below. (d) facilities of The Firm Securities will be delivered by the Company to the RepresentativeDepository Trust Company, for the respective accounts of the several Underwriters Underwriters, certificates representing the Firm Shares to be sold by them against payment of the purchase price therefor by wire transfer of same day certified or official bank check or checks in New York Clearing House (next day) funds payable to the order of the Company at with respect to the offices Firm Shares being sold by the Company and to the order of WallachBeth Capital LLCthe Custodian with respect to the Firm Shares being sold by the Principal Shareholder. As referred to in this Agreement, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may the "First Closing Date" shall be mutually acceptableon the third full business day after the date of the Prospectus, at 9:00 a.m. Eastern Timea.m., on the second (2nd) (or if the Firm Securities are pricedWashington, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern D.C. time, the third (3rd)) full business day following the date hereof, or at such other date or time and not later than ten full business days after the date of the Prospectus as the Representative Representatives, and the Company determine pursuant may agree. The certificates for the Firm Shares to Rule 15c6be so delivered will be in denominations and registered in such names as the Representatives request by notice to the Company and the Attorneys-1(ain-Fact, or either of them, prior to the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Washington, D.C. time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (d) under In addition, on the Exchange Actbasis of the representations, orwarranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Selling Shareholders hereby agree to sell to the Underwriters that number of Optional Shares set forth opposite the name of such Selling Shareholder in Schedule II annexed hereto (a total of 465,000 shares from the Selling Shareholders), and the Underwriters, severally and not jointly, shall have the right at any time within thirty days after the date of the Prospectus to purchase up to 465,000 Optional Shares from the Selling Shareholders at the purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the case sale and distribution of the Option SecuritiesFirm Shares. The option granted hereunder may be exercised upon notice by the Representatives to the Company and the Attorneys-in-Fact, at or either of them, within thirty days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Selling Shareholders, the names and denominations in which the certificates for such shares are to be registered and the date and time set forth in the Option Noticeplace at which such certificates will be delivered. The time and Such date of delivery of (the Firm Shares is referred to herein as the “"Second Closing Date.” On ") shall be determined by the Representatives, provided that the Second Closing Date, which may be the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations same as the Representative may request on behalf of the Underwriters at least one (1) business day before the First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than ten full business days after delivery of such notice to exercise. The number of Optional Shares to be sold by each Selling Shareholder pursuant to such notice shall equal that number of full Optional Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the respective accounts number of Optional Shares to be purchased by the several Underwriters, which delivery shall with respect Underwriters as the number of Firm Shares to be sold by such Selling Shareholder bears to the total number of Firm Securities, Shares. Certificates for the Optional Shares will be made through available for checking and packaging at 9:00 a.m., Washington, D.C. time, on the facilities first full business day preceding the Second Closing Date at a location to be designated by the Representatives. The manner of payment for and delivery of (including the Depository Trust Company’s Deposit or Withdrawal at Custodian systemdenominations of and the names in which certificates are to be registered) the Optional Shares shall be the same as for the Firm Shares. (e) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLCRepresentatives, individually and not as the Representative a representatives of the Underwriters, may (but shall not be obligated to) make payment for any Securities Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or any Option the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations obligation under this Agreement.. As referred to in

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company agrees to issue sell to each Underwriter and sell the Firm Units to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a price of $________ per share, the number of Firm Units Shares set forth opposite the names name of the Underwriters each Underwriter in Schedule I A hereto, subject to adjustments in accordance with Section 8 hereof. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm ShareIn addition, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon on the basis of the representations, warranties and representations covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter shall have the rightagrees, severally and not jointly, to purchase all or any that portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option election shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (iadjustment to eliminate fractional shares) the Company shall become obligated to sell to the Underwriters the determined by multiplying such number of Option Securities specified in such notice; (ii) each Shares by a fraction the numerator of which is the Underwriters, acting severally and not jointly, shall purchase that portion of the total maximum number of Option Securities then being purchased Shares which such Underwriter is entitled to purchase as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to in Schedule A hereto and the total denominator of which is the maximum number of Option Warrants, subject, in each case, Shares which all of the Underwriters are entitled to such adjustments as the Representative, in their sole discretion, shall determinepurchase hereunder. The Representative may cancel time and date at which certificates for Option Shares are to be delivered shall be determined by the Over-Allotment Option at Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any time event be prior to the expiration Closing Date. If the date of exercise of the Overoption is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. (b) Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Xxxx Xxxxxxxx Incorporated may request upon at least forty-Allotment Option by written eight hours' prior notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants Company, shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by or on behalf of the Company to the Representative, you for the respective accounts account of such Underwriter at such time and place as shall hereafter be designated by the several Underwriters Representatives, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day funds certified or official bank check or checks, payable to the order of the Company in next day funds, or by wire transfer. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 8:30 a.m. Minneapolis time, at the offices of WallachBeth Capital LLCXxxxxxxxxx & Xxxxx, Harborside Financial Center Plaza 5P.A., 000 Xxxxxx Xxxxxxon ____________, Suite 1410, Jersey City, NJ 073111997, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative you and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Actmay agree upon in writing, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery being herein referred to as the "Closing Date," and, with respect to the Option Shares, at the time and on the date specified by you in the written notice given by you of the Firm Shares is Underwriters' election to purchase the Option Shares, or such other time and date as you and the Company may agree upon in writing, such time and date being referred to herein as the “"Option Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall " Such certificates will be registered in the name or names made available for checking and shall be in such denominations as the Representative may request on behalf of the Underwriters packaging at least one (1) business day before the Closing Date, twenty-four hours prior to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any the Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementat a location as may be designated by you.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●[ ] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Underwriter shall have Selling Shareholders agrees to sell the rightShareholder Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase all or any portion the Shareholder Shares set forth opposite the names of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made Underwriters in connection with the transactions contemplated herebySchedule I hereto. The purchase price to be paid per Option for each Shareholder Share shall be equal to $5.50. The purchase price to be paid [ ] per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)share. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below.[Intentionally Omitted] (d) The Firm Securities Shares will be delivered by the Company and the Selling Shareholders to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company and the Selling Shareholder at the offices of WallachBeth Capital LLCWxxxxx-Xxxxx & Co., Harborside Financial Center Plaza 5Inc., 000 Xxxxxx Xxxxxx200 X Xxxx, Suite 1410Xxxx Xxxx Xxxx, Jersey City, NJ 07311Xxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative Representative, the Company and the Company Selling Shareholders determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company and the Selling Shareholders shall deliver the Firm Securities Shares which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system. (e) It is understood that WallachBeth Capital LLC, the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities Shares the Underwriters have agreed to purchase. WallachBeth Capital LLCThe Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] share (which for the avoidance of doubt equals 93% of the per Firm Tradeable Warrant Share public offering price (the “Initial Price”)) and $[0.01] per Firm Non-tradeable Warrantthe related Underwriter Warrants. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriters for the Option Share Shares shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment OptionInitial Price. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth thirty (45th30) day days following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriters otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriters elect to purchase less than all or any portion of the Option Securities subject to the terms and conditions set forth hereinShares, (i) the Company shall become obligated agrees to sell to the Underwriters the number of Option Securities Shares obtained by multiplying the number of Option Shares specified in such notice; (ii) each notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriters, acting severally Underwriters in Schedule I hereto under the caption “Number of Option Shares to be Sold” and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Shares. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names names, and shall be in such denominations denominations, as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian systemCompany unless the Representative shall otherwise instruct. (e) It is understood that WallachBeth Capital LLC, the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities Shares and any Option Securities Shares that the Underwriters have agreed to purchase. WallachBeth Capital LLCThe Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities Shares to be purchased by any the Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such the Underwriter, but any such payment shall not relieve such the Underwriter from any of its obligations under this Agreement. (f) On the Closing Date, the Company shall issue to the Underwriters (and/or their respective designees) underwriter warrants (the “Underwriter Warrants”), in the form set forth on Exhibit A, for the purchase of an aggregate of [●] Ordinary Shares, which shall represent seven (7) percent of the Shares sold to the Underwriters pursuant to this Agreement. The Underwriter Warrants shall be registered in the name or names, and shall be in such denominations, as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●[ ] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriters for the Option Share Shares shall be equal to $5.50. The purchase price to be paid [ ] per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Optionshare. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriters elect to purchase less than all or any portion of the Option Securities subject to the terms and conditions set forth hereinShares, (i) the Company shall become obligated agrees to sell to the Underwriters the number of Option Securities Shares obtained by multiplying the number of Option Shares specified in such notice; (ii) each notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite the name of the Underwriters, acting severally Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Purchased” and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Shares. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Aegis Capital LLC, Harborside Financial Center Plaza 5Corp., 000 Xxxxxx Xxxxxxx Xxxxxx, Suite 141000xx Xxxxx, Jersey CityXxx Xxxx, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system. (e) It is understood that WallachBeth Capital LLC, the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities Shares and any Option Securities Shares the Underwriters have agreed to purchase. WallachBeth Capital LLCThe Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a five-year warrant (the “Representative’s Warrant”) for the purchase of an aggregate of __________ Common Shares, representing up to 5% of the Firm Shares. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year from the closing of the offering at an initial exercise price per share of Common Shares equal to 125% of the initial public offering price of the Firm Shares (subject to adjustment as set forth therein). The Representative’s Warrant Agreement and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying Common Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Agreement and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offering of the Securities or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price for each Firm Unit Share shall be $5.01 4.675 per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant“Per Share Price”). (b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, right to purchase all or any portion of the Option Shares and/or at the Option Warrants Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dc) below. (dc) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5Summer Street Research Partners, 000 Xxxxxx Xxxx Xxxxxx, Suite 1410Xxxxxx, Jersey CityXX, NJ 0731100000, or such other location as may be mutually acceptable, at 9:00 10:00 a.m. Eastern Timetime, on the second (2nd) third (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a1 (a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative Underwriter may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several UnderwritersUnderwriter, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, agree to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price for each Firm Unit Share shall be $5.01 — per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant“Per Share Price”). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, right to purchase all or any portion of the Option Shares and/or at the Option Warrants Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriters otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dc) below. (dc) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern TimePST, on the second (2nd) third (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Underwriters and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On If the Closing DateUnderwriters so elect, delivery of the Company shall deliver the Firm Securities which Shares shall be registered made by credit through full fast transfer to the account at The Depository Trust Company designated by the Underwriters. Certificates representing the Shares, in the name or names definitive form and shall be in such denominations and registered in such names as the Representative Underwriters may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by next preceding the Closing Date at the above addresses, or any Option Closing Date, such other location as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementbe mutually acceptable.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase from the Company the respective numbers of the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each the Firm Unit Shares shall be $5.01 1.504 per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant“Per Share Price”). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the representations, warranties and representations agreements herein contained, and subject to the terms and conditions herein set forth, the Underwriter Company hereby grants to the Underwriters an option to purchase some or all of the Additional Shares, and the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase all or any portion of the Option Additional Shares and/or at the Option Warrants price per share equal to the Per Share Price, as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price number of Additional Shares to be paid per Option Share purchased by each Underwriter shall be equal the same percentage (as adjusted by the Representative to $5.50. The purchase price eliminate fractions) of the total number of Additional Shares to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The purchased by the Underwriters shall not be under any obligation to purchase any as such Underwriter is purchasing of the Option Securities prior to the exercise of the Over-allotment OptionFirm Shares. This Over-Allotment Option option may be exercised by the Underwriters Representative at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth (45th30th) day following the date hereof, hereof by written notice from the Representative to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that that, unless the Company and the Representative otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the first (1st) business day after the date on which the option shall have been exercised exercised, nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agreeexercised. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Additional Shares and/or the Option Warrants shall be made on an the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dc) below. (dc) The Firm Securities Shares will be delivered by the Company to the Representative, Representative for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 7:30 a.m. Eastern Timepacific standard time, on the second (2nd) third (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesAdditional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver Delivery of the Firm Securities which Shares and Additional Shares shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the at The Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received Company designated by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementRepresentative.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 [*] per Firm Unit (or 91% of the public offering price) (the “Unit Offering Price”), provided however, that if more than twenty-five percent (25.0%) of the Firm Units offered hereby are sold to existing investors in the Company as agreed by the Representative, then the purchase price for each the Firm Unit) which purchase price Units sold to those investors will be allocated as reduced to $[●*] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare (or 96% of the public offering price). The prices of the Units shall be set forth in Schedule II hereof. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and Option Warrants or Option Warrants, or any combination of Option Shares and Option Warrants, and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to the product of the Unit Offering Price minus $5.50. The 0.01 multiplied by 0.91 and the purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]0.0091. The Underwriters shall not be under any obligation to purchase any of the Option Securities Shares or Option Warrants prior to the exercise of the Over-allotment Allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option Over-Allotment Option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day Business Day after the date on which the option Over-Allotment Option shall have been exercised nor later than the fifth (5th) business day Business Day after the date on which the option Over-Allotment Option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of the Option Securities Shares or Option Warrants subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice; and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their its sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made . “Business Day” means any day other than Saturday, Sunday or other day on an Option Closing Date which commercial banks in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered City of New York are authorized or required by the Company law to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood remain closed; provided that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but banks shall not be obligated to) make payment for any Securities deemed to be purchased authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by any Underwriter whose funds customers on such day. Any action that is to take place hereunder on a day that is not a Business Day shall not have been received by take place on the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementnext succeeding Business Day.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several UnderwritersShares, and the several Underwriters agreeSelling Stockholder agrees to sell the Secondary Shares to the Underwriter, severally and not jointly, the Underwriter agrees to purchase the Firm Units Shares and the Secondary Shares as set forth opposite in the names of the Underwriters in Schedule I first paragraph hereto. The purchase price to be paid by the Underwriter to the Company for each Firm Unit Share shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, share. The purchase price to be paid by the Underwriter to the Selling Stockholder for each Secondary Share shall be $[0.01●] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares and Secondary Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares and the Secondary Shares will be delivered by the Company and the Selling Stockholder to the RepresentativeUnderwriter, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company or the Selling Stockholder, as appropriate, at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) (or if the Firm Securities Shares and the Secondary Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time of delivery of the Firm Shares and Secondary Shares is referred to herein as the “Closing Time” and date of delivery of the Firm Shares and Secondary Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative Underwriter may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts account of the several UnderwritersUnderwriter, which delivery shall with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and On the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may beCompany shall issue to the Underwriter (and/or its designees), warrants (the “Underwriter Warrants”), in form and substance acceptable to the Underwriter, for the account purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such Underwriter, but any such payment shall not relieve such denominations as the Underwriter from any of its obligations under this Agreementmay request at least one (1) business day before the Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●[ ] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriters otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriters elect to purchase less than all or any portion of the Option Securities subject to the terms and conditions set forth hereinShares, (i) the Company shall become obligated agrees to sell to the Underwriters the number of Option Securities Shares obtained by multiplying the number of Option Shares specified in such notice; (ii) each notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriters, acting severally Underwriters in Schedule I hereto under the caption “Number of Option Shares to be Sold” and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Shares. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the RepresentativeRepresentatives, for the respective accounts of the several Underwriters Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth [Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311, XX 00000,] or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) third (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names names, and shall be in such denominations denominations, as the Representative Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●[ ] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Underwriter shall have Selling Shareholder agrees to sell the rightShareholder Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase all or any portion the Shareholder Shares set forth opposite the names of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made Underwriters in connection with the transactions contemplated herebySchedule I hereto. The purchase price to be paid per Option for each Shareholder Share shall be equal to $5.50. The purchase price to be paid [ ] per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)share. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below.[Intentionally Omitted] (d) The Firm Securities Shares will be delivered by the Company and the Selling Shareholders to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company and the Selling Shareholder at the offices of WallachBeth Spartan Capital Securities, LLC, Harborside Financial Center Plaza 540 Xxxxxxxx - 00xx Xxxxx, 000 Xxxxxx XxxxxxXxx Xxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative Representative, the Company and the Company Selling Shareholder determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company and the Selling Shareholders shall deliver the Firm Securities Shares which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system. (e) It is understood that WallachBeth Capital LLC, the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities Shares the Underwriters have agreed to purchase. WallachBeth Capital LLCThe Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase from the Company the respective numbers of the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each the Firm Unit Shares shall be $5.01 1.978 per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant“Per Share Price”). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, the Underwriter Company hereby grants to the Underwriters an option to purchase some or all of the Additional Shares, and the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase all or any portion of the Option Additional Shares and/or at the Option Warrants price per share equal to the Per Share Price, as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price number of Additional Shares to be paid per Option Share purchased by each Underwriter shall be equal the same percentage (as adjusted by the Representative to $5.50. The purchase price eliminate fractions) of the total number of Additional Shares to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The purchased by the Underwriters shall not be under any obligation to purchase any as such Underwriter is purchasing of the Option Securities prior to the exercise of the Over-allotment OptionFirm Shares. This Over-Allotment Option option may be exercised by the Underwriters Representative at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by upon written notice from the Representative to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that that, unless the Company and the Representative otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the first (1st) business day after the date on which the option shall have been exercised exercised, nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agreeexercised. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Additional Shares and/or the Option Warrants shall be made on an the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dc) below. (dc) The Firm Securities Shares will be delivered by the Company to the Representative, Representative for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 10:00 a.m. Eastern TimeNew York City time, on the second (2nd) third (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesAdditional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver Delivery of the Firm Securities which Shares and Additional Shares shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the at The Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received Company designated by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementRepresentative.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Units Shares set forth opposite the names name of the Underwriters Underwriter in Schedule I hereto. The purchase price to be paid by the Underwriter to the Company for each Firm Unit Share shall be $5.01 0.558 per Firm Unit (91% share, provided however, with respect to allocations to officers and directors of the public offering price for each Firm Unit) which Company and certain Company investors as determined by the Company and the Underwriter, the purchase price will shall be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant0.579. (b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriter for the Option Share Shares shall be equal $0.558 per share, provided however, with respect to $5.50. The allocations to officers and directors of the Company and certain Company investors as determined by the Company and the Underwriter, the purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option0.579. This Over-Allotment Option option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agreeagrees. Upon exercise of If the Over-allotment Option with respect Underwriter elects to purchase less than all or any portion of the Option Securities subject to the terms and conditions set forth hereinShares, (i) the Company shall become obligated agrees to sell to the Underwriters Underwriter the number of Option Securities Shares obtained by multiplying the number of Option Shares specified in such notice; (ii) each notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite the name of the Underwriters, acting severally Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Shares. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Rxxx Capital Partners, LLC, Harborside Financial Center Plaza 5800 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nddate specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, priced after 4:30 p.m. Eastern time, the third (3rddate specified therein)) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative Underwriter may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts account of the several UnderwritersUnderwriter, which delivery shall with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company the respective numbers of Firm Units Shares, Preferred Shares and Firm Warrants set forth opposite the names name of the Underwriters Underwriter in Schedule I hereto. The combined purchase price to be paid by the Underwriter to the Company for each combination of Firm Unit Shares and the Firm Warrants shall be shall be $5.01 4.62 per Firm Unit (91% Share and related Warrants, which includes a fee of $200,000 payable to the public offering Underwriter due to the participation of certain investors in the Offering. The combined purchase price to be paid by the Underwriter to the Company for each combination of Preferred Shares and the Firm Unit) which purchase price will Warrants shall be allocated as shall be $[●] 4.81 per Firm Share, $[0.01] per Firm Tradeable Warrant Preferred Share and $[0.01] per Firm Non-tradeable Warrantrelated Warrants. (b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Securities Shares and the Class A Option Warrants and the Class B Option Warrants and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, right to purchase all or any portion of the Option Shares and/or and the Class A Option Warrants and the Class B Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriter for the Option Share Shares shall be equal to $5.50. The 4.41 per share, the purchase price to be paid per by the Underwriter for the Class A Option Tradeable Warrant Warrants shall be equal to $[0.01]. The 0.01 per Class A Option Warrant Share, and the purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before Underwriter for the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Class B Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.$0.01

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Unit Share shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per share. The Firm Share, $[0.01] per Shares are to be offered initially to the public (the “Offering”) at the offering price set forth on the cover page of the Final Prospectus. The public offering price of the Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable WarrantShares is not in excess of the price recommended by the QIU. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriters elect to purchase less than all or any portion of the Option Securities subject to the terms and conditions set forth hereinShares, (i) the Company shall become obligated agrees to sell to the Underwriters each Underwriter the number of Option Securities Shares obtained by multiplying the number of Option Shares specified in such notice; (ii) each notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriters, acting severally Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Shares. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares, as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLCLxxxxxx & Company (UK) Ltd., Harborside Financial Center Plaza 5, 000 Xxxxxx 500 Xxxxx Xxxxxx, Suite 141000xx Xxxxx, Jersey CityXxx Xxxx, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nddate specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, priced after 4:30 p.m. Eastern time, the third (3rddate specified therein)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities Shares and any Option Securities Shares the Underwriters have agreed to purchase. WallachBeth Capital LLCThe Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) On the Closing Date, the Company shall issue to the Representative (and/or its designees), warrants (the “Underwriter Warrants”), in form and substance acceptable to the Representative, for the purchase of an aggregate of [●]2 shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representative may request at least two (2) business days before the Closing Date. (g) On the Closing Date, the Company shall pay to the QIU, by wire transfer of immediately available funds, a fee of $200,000.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares, the Pre-Funded Warrants and the Firm Warrants to the several Underwriters, and the several Underwriters agree, severally and not jointly, agree to purchase the Firm Units Shares, the Pre-Funded Warrants and Firm Warrants set forth opposite the names name of the Underwriters each Underwriter in Schedule I hereto. The combined purchase price to be paid by the Underwriters to the Company for each (i) the Firm Unit Shares and related Firm Warrants shall be $5.01 6.5100 per Firm Unit (91% of the public offering price for each Share and related Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and (ii) the Pre-Funded Warrants and related Firm Warrants shall be $[0.01] 6.5099 per Pre-Funded Warrant and related Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and/or the Option Warrants and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, right to purchase all or any portion of the Option Shares and/or the Option Warrants in any combination elected by the Underwriters as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for (i) the Option Shares shall be $6.5007 per Option Share and (ii) the Option Warrants shall be equal to $5.50. The purchase price to be paid 0.0093 per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment OptionWarrant. This Over-Allotment Option option may be exercised by the Underwriters Representative, on behalf of the Underwriters, at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares and the Firm Warrants, as applicable, as set forth in subparagraph (d) below. (d) The Firm Securities Shares, the Pre-Funded Warrants and the Firm Warrants will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second date specified for regular way settlement in Rule 15c6-1 (2nda) under the Exchange Act (or if the Firm Securities Shares, the Pre-Funded Warrants and the Firm Warrants are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, priced after 4:30 p.m. Eastern time, the third (3rddate specified therein)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares and/or Option Warrants, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares Shares, and the Firm Warrants is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.the

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares and the Firm Warrants to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares and the Firm Warrants set forth opposite the names of the Underwriters in Schedule I hereto. The combined purchase price to be paid by the Underwriters to the Company for each the Firm Unit Shares and the Firm Warrants shall be shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●*] per Firm Share, $[0.01] per Firm Tradeable Warrant share and $[0.01] per Firm Non-tradeable related Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and the Option Warrants and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or and the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters shall be $[*] per Option Share shall be equal to $5.50. The purchase price to be paid per and related Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment OptionWarrant. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or and Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the and Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriters elect to purchase less than all or any portion of the Option Securities subject to the terms Shares and conditions set forth hereinOption Warrants, (i) the Company shall become obligated agrees to sell to the Underwriters the number of Option Securities Shares and Option Warrants obtained by multiplying the number of Option Shares and Option Warrants, as applicable, specified in such notice; (ii) each notice by a fraction, the numerator of which is the number of Option Shares and Option Warrants, as applicable, set forth opposite the name of the UnderwritersUnderwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” or “Number of Option Warrants to be Purchased”, acting severally as applicable and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Shares or Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)applicable. (c) Payment of the purchase price for and delivery of the Option Shares and/or and the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares and the Firm Warrants, as applicable, as set forth in subparagraph (d) below. (d) The Firm Securities Shares and the Firm Warrants will be delivered by the Company to the RepresentativeUnderwriters, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Rxxx Capital Partners, LLC, Harborside Financial Center Plaza 5800 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey CityXX 00000 and the offices of [______________________], NJ 07311as applicable, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) third (or if the Firm Securities Shares and the Firm Warrants are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Underwriters and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares and Option Warrants, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares and the Firm Warrants is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares and the Firm Warrants which shall be registered in the name or names and shall be in such denominations as the Representative Underwriters may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall (a) with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. DWAC system and (eb) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, with respect to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities Warrants, be made by physical delivery to be received or directed by the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may no later than one (but shall not be obligated to1) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by business day following the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase from the Company the respective numbers of the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each the Firm Unit Shares shall be $5.01 1.3206 per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant“Per Share Price”). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, the Underwriter Company hereby grants to the Underwriters an option to purchase some or all of the Additional Shares, and the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase all or any portion of the Option Additional Shares and/or at the Option Warrants price per share equal to the Per Share Price, as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price number of Additional Shares to be paid per Option Share purchased by each Underwriter shall be equal the same percentage (as adjusted by the Representative to $5.50. The purchase price eliminate fractions) of the total number of Additional Shares to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The purchased by the Underwriters shall not be under any obligation to purchase any as such Underwriter is purchasing of the Option Securities prior to the exercise of the Over-allotment OptionFirm Shares. This Over-Allotment Option option may be exercised by the Underwriters Representative at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by upon written notice from the Representative to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that that, unless the Company and the Representative otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the first (1st) business day after the date on which the option shall have been exercised exercised, nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agreeexercised. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Additional Shares and/or the Option Warrants shall be made on an the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dc) below. (dc) The Firm Securities Shares will be delivered by the Company to the Representative, Representative for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 7:00 a.m. Eastern Timepacific standard time, on the second (2nd) third (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesAdditional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver Delivery of the Firm Securities which Shares and Additional Shares shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the at The Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received Company designated by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.Representative

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares, the Firm Pre-Funded Warrants and the Firm Warrants to the several Underwriters, and the several Underwriters agree, severally and not jointly, agree to purchase the Firm Units Shares, the Firm Pre-Funded Warrants and Firm Warrants set forth opposite the names name of the Underwriters each Underwriter in Schedule I hereto. The combined purchase price to be paid by the Underwriters to the Company for each (i) the Firm Unit Shares and related Firm Warrants shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●[ ] per Firm Share, Share and related Firm Warrant and (ii) the Firm Pre-Funded Warrant and related Firm Warrants shall be $[0.01[ ] per Firm Tradeable Pre-Funded Warrant and $[0.01] per related Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares, Option Pre-Funded Warrants and/or the Option Warrants and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, right to purchase all or any portion of the Option Shares Shares, the Option Pre-Funded Warrants and/or the Option Warrants in any combination elected by the Underwriters as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for (i) the Option Shares shall be $[ ] per Option Share Share, (ii) the Option Pre-Funded Warrants shall be equal to $5.50. The purchase price to be paid [ ] per Option Tradeable Pre-Funded Warrant and (iii) the Option Warrants shall be equal to $[0.01]. The purchase price to be paid [ ] per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment OptionWarrant. This Over-Allotment Option option may be exercised by the Underwriters Representative, on behalf of the Underwriters, at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares Shares, Option Pre-Funded Warrants and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares Shares, the Option Pre-Funded Warrants and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares Shares, the Option Pre-Funded Warrants and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares, the Firm Pre-Funded Warrants and the Firm Warrants, as applicable, as set forth in subparagraph (d) below. (d) The Firm Securities Shares, the Firm Pre-Funded Warrants and the Firm Warrants will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey CityXX 00000, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on or (a) under the second (2nd) Exchange Act (or if the Firm Securities Shares, the Firm Pre-Funded Warrants and the Firm Warrants are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, priced after 4:30 p.m. Eastern time, the third (3rddate specified therein)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, the Option Pre-Funded Warrants and/or Option Warrants, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares Shares, and the Firm Warrants is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, the Firm Pre-Funded Warrants and the Firm Warrants, which shall be registered in the name or names and shall be in such denominations as the Underwriters may request at least one (1) business day before the Closing Date, to the accounts of the Underwriters, which delivery shall (a) with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system and (b) with respect to the Firm Pre-Funded Warrants and the Firm Warrants, be made by physical delivery to be received or directed by the Underwriters no later than one (1) business day following the Closing Date. In the event that an investor purchasing Firm Pre-Funded Warrants delivers an Exercise Notice (as defined in the Firm Pre-Funded Warrants) prior to the Closing Date, to exercise any Firm Pre-Funded Warrants between the date hereof and the Closing Date, the Company shall deliver the Firm Pre-Funded Warrant Shares with respect to any exercise to such investor on the Closing Date as specified in such Exercise Notice. (e) On the Closing Date, and on each Option Closing Date, as the case may be, the Company shall issue to the Representative (and/or its designees), warrants (the “Underwriter Warrants”), in form and substance previously agreed upon with the Underwriter, for the purchase of an aggregate of 5% of the aggregate number of the shares of Common Stock and the shares of Common Stock underlying the Warrants issued on such dates, respectively, which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementapplicable.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Underwritten Shares and the Selling Stockholder agrees to sell the Secondary Shares to the several Underwriters, and each of the several Underwriters agreeUnderwriters, severally and not jointly, agrees to purchase the number of Firm Units Shares set forth opposite the names of the Underwriters in such Underwriter’s name on Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 _______ per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant“Per Share Price”). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, right to purchase all or any portion of the Option Additional Shares and/or at the Option Warrants Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by delivery of a written notice to the Company by the Representative (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of Such Additional Shares shall be purchased from the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth hereinCompany, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion for the accounts of the total several Underwriters in proportion to the number of Option Securities then being purchased as Firm Shares set forth opposite each such Underwriter’s name in Schedule I opposite the name of such Underwriterhereto, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased except that the number respective purchase obligations of Option Warrants as set forth in Schedule I opposite the name of such each Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option be adjusted by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) so that no Underwriter shall be obligated to purchase fractional shares. Payment of the purchase price for and delivery of the Option Additional Shares and/or the Option Warrants shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dSection 5(c) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Underwriters, the Company agrees to make a form of such certificate available to the Representative for such purpose at least one full business day preceding the Option Closing Date. (dc) The Firm Securities Shares will be delivered by the Company and the Selling Stockholder to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company or the Selling Stockholder, as appropriate, at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 500 Xxxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) third (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern timeTime, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesAdditional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateRepresentative so elects, the Company shall deliver delivery of the Firm Securities which shall Shares and Additional Shares may be registered made by credit through full fast transfer to the account at The Depository Trust Company designated by the Representative. Certificates representing the Shares, in the name or names definitive form and shall be in such denominations and registered in such names as the Representative may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. Pacific Time on the business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by next preceding the Closing Date at the above addresses, or any Option Closing Date, such other location as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementbe mutually acceptable.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $[_______] per share, the respective numbers of Firm Units Shares set forth opposite the names of the Underwriters in Schedule I A hereto. The In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for each the Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) Shares. The Company hereby grants agrees to sell to the Underwriters the option to purchase some or all number of Optional Shares specified in such notice and the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the rightUnderwriters agree, severally and not jointly, to purchase all or any portion such Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the Option same proportion as the number of Firm Shares and/or set forth opposite such Underwriter’s name bears to the Option Warrants as total of Firm Shares (subject to adjustment to eliminate fractions) and may be necessary to cover purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the transactions contemplated herebysale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation right to purchase the Optional Shares or any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option portion thereof may be exercised by the Underwriters at any time and from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. The time and date of delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m., New York time, on [____________], [_______] or before such other time and date as the Representatives and the Company may agree upon in writing, and with respect to the Optional Shares, [_________] a.m., New York time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. The time and date for delivery of the Firm Shares is herein called the “First Closing Date”. Each time for the delivery of and payment for the Optional Shares, the “Optional Closing Date”, which may be the First Closing Date, shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Shares is given. Each such date for delivery is herein called a “Closing Date”. The Shares to be purchased by each Underwriter on the applicable Closing Date, shall be registered in such names as the Representatives may request upon at least forty-fifth (45th) day following the date hereof, by written eight hours’ prior notice to the Company and shall be delivered by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (the “Option NoticeDTC”). The Option Notice shall set forth , for the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name account of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name against payment by or on behalf of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day Federal (same-day) funds payable to the order of account specified by the Company to the Representatives at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the applicable Closing Date with respect thereto at the offices office of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, DTC or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Dateits designated custodian.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $42.00 per share, the respective numbers of Firm Units Shares set forth opposite the names of the Underwriters in Schedule I A hereto. The In addition, upon written notice from the Representative given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for each the Firm Unit shall be $5.01 Shares less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Unit (91% of Shares but not payable on the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) Optional Shares. The Company hereby grants agrees to sell to the Underwriters the option to purchase some or all number of Optional Shares specified in such notice and the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the rightUnderwriters agree, severally and not jointly, to purchase all or any portion such Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in proportion to the Option number of Firm Shares and/or set forth opposite such Underwriter's name in Schedule A (subject to adjustment to eliminate fractions). Such option is granted for the Option Warrants as may be necessary to cover purpose of covering over-allotments made in connection with the transactions contemplated herebysale of the Firm Shares. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation right to purchase the Optional Shares or any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option portion thereof may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice and to the Company (extent not previously exercised may be surrendered and terminated at any time upon notice by the “Option Notice”)Representative to the Company. The Option Notice time and date of delivery and payment shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercisedbe, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the RepresentativeShares, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC10:00 a.m., Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern TimeNew York time, on the second (2nd) (May 2, 2005 or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant may agree upon in writing, and with respect to Rule 15c6-1(a) under the Exchange ActOptional Shares, or10:00 a.m., New York time, on the date specified by the Representative in the case written notice given by the Representative of the Option SecuritiesUnderwriters' election to purchase such Optional Shares, at or such other time and date as the Representative and time set forth the Company may agree upon in the Option Noticewriting. The time and date of for delivery of the Firm Shares is referred to herein as called the “Closing Date.” On "FIRST CLOSING DATE". Each time for the delivery of and payment for the Optional Shares, the "OPTIONAL CLOSING DATE", which may be the First Closing Date, shall be determined by the Company Representative but shall deliver be not later than five full business days after written notice of election to purchase Optional Shares is given. Each such date for delivery is herein called a "CLOSING DATE". The Shares to be purchased by each Underwriter on the Firm Securities which applicable Closing Date, shall be registered in the name or such names and shall be in such denominations as the Representative may request upon at least forty-eight hours' prior notice to the Company and shall be delivered by or on behalf of the Underwriters at least one (1) business day before the Closing Date, Company to the respective accounts of the several UnderwritersRepresentative, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. Company (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be"DTC"), for the account of such Underwriter, but any such against payment shall not relieve by or on behalf of such Underwriter from any of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the applicable Closing Date with respect thereto at the office of DTC or its obligations under this Agreementdesignated custodian.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but of the Company contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to issue and sell the Firm Units to the several Underwriters, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of $___ per share [7.25% DISCOUNT], the respective number of Firm Units Shares set forth opposite the names name of the Underwriters in such Underwriter on Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit to this Agreement (91% subject to adjustment as provided in Section 8 of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantthis Agreement). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the warranties several (and representations not joint) covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Underwriter shall have Company grants an option to the rightseveral Underwriters to purchase from the Company, severally and not jointly, to purchase all or any portion of the Option Shares and/or at the Option Warrants same price per share as the Underwriters are to pay for the Firm Shares. This option may be necessary exercised only to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any sale of the Option Securities prior to Firm Shares by the exercise of the Over-allotment Option. This Over-Allotment Option Underwriters and may be exercised by the Underwriters in whole or in part at any time and from time to time (but not more than once) on or before the forty-fifth (45th) 45th day following after the date hereof, of the Prospectus upon written or telecopied notice by written notice the Representatives (or either of them) to the Company (the “Option Notice”). The Option Notice shall set setting forth the aggregate number of Option Shares and/or Option Warrants as to which the several Underwriters are exercising the option is being exercised, and the date and time when the settlement date. The Option Shares and/or the Option Warrants are to shall be delivered (such date and time being herein referred to as the “Option Closing Date”); providedpurchased severally, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase by each Underwriter, if purchased at all, in the same proportion that portion the number of Firm Shares set forth opposite the name of the Underwriter in Schedule I to this Agreement bears to the total number of Option Securities then being Firm Shares to be purchased as set forth in Schedule I opposite by the name of such UnderwriterUnderwriters under Section 2(a) above, subject to such adjustments as the Representative, Representatives in their sole discretionabsolute discretion shall make to eliminate any fractional shares. Delivery of certificates for the Option Shares, and payment therefor, shall determine be made as provided in Section 2(c) and Section 2(d) below. (iiic) each Delivery of the UnderwritersFirm Shares and payment therefor, acting severally less the nonaccountable expense allowance provided for in Section 4(a)(ii) of this Agreement, shall be made at the office of Xxx Xxxxxx & Company, 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (or at such other location as is agreed by the parties), at 6:30 a.m., Los Angeles time, on August 25, 1997, or at such time on such other day, not later than seven full business days after such date, as shall be agreed upon in writing by the Company and the Representatives, or as provided in Section 7(h) of this Agreement. The date and hour of delivery and payment for the Firm Shares are referred to in this Agreement as the "Closing Date." As used in this Agreement, "business day" means a day on which AMEX is open for trading and on which banks in New York and California are open for business and not jointlypermitted by law or executive order to be closed. (d) If the option granted by the Company in Section 2(b) above is exercised, delivery of the Option Shares and payment therefor, less the applicable portion, if any, of the nonaccountable expense allowance provided for in Section 4(a)(ii) of this Agreement, shall purchase that portion be made at the office of Xxx Xxxxxx & Company, 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (or at such other location as is agreed by the parties), at 6:30 a.m., Los Angeles time, on the date specified by the Representatives (which shall be three business days after the exercise of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth option, but not in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration excess of the Over-Allotment Option by written notice to period of time specified in the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewithRules and Regulations). (ce) Payment of the purchase price for and delivery of the Option Shares and/or by the Option Warrants several Underwriters shall be made on an Option Closing Date by certified or official bank check or checks drawn in next-day funds, payable to the same manner and at order of the same office as the Company. Such payment shall be made upon delivery of certificates for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company Shares to the Representative, Representatives for the respective accounts of the several Underwriters against payment of Underwriters. Certificates for the purchase price therefor by wire transfer of same day funds payable Shares to be delivered to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which Representatives shall be registered in the such name or names and shall be in such denominations as the Representative Representatives may request on behalf of the Underwriters at least one (1) two business day days before the Closing Date, in the case of Firm Shares, and at least one business day prior to the respective accounts purchase of the several UnderwritersOption Shares, which delivery shall with respect in the case of the Option Shares. Such certificates will be made available to the Firm SecuritiesUnderwriters for inspection, be made through checking and packaging at the facilities offices of Alex. Xxxxx & Sons, New York, New York, not less than one full business day prior to the Closing Date or, in the case of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) Option Shares, by 3:00 p.m., New York time, on the first business day preceding the date of purchase. It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts Representatives or either of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLCthem, individually and not as the Representative on behalf of the Underwriters, may (but shall not be obligated to) make payment to the Company for any Securities Shares to be purchased by any Underwriter whose funds check shall not have been received by the Representative by Representatives on the Closing Date or any later date on which Option Closing Date, as the case may be, Shares are purchased for the account of such Underwriter, but any . Any such payment shall not relieve such Underwriter from any of its obligations hereunder. (f) It is understood that the several Underwriters propose to offer the Shares for sale to the public as soon as the Representatives deem it advisable to do so. The Firm Shares are to be initially offered to the public at the public offering price set forth (or to be set forth) in the Prospectus. The Representatives may from time to time thereafter change the public offering price and other selling terms. (g) The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), the legend respecting stabilization set forth on the inside front cover page and the statements set forth under this Agreementthe caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitute the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to issue sell to each Underwriter and sell the Firm Units to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a price of $10.23 per share, the number of Firm Units Shares (to be adjusted by you to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company and each of the Selling Shareholders, as set forth opposite their respective names in Schedule B hereto, by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the names name of such Underwriter in Schedule A hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters in Schedule I heretofrom the Company and the Selling Shareholders hereunder. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm ShareIn addition, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon on the basis of the representations, warranties and representations covenants contained herein and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase at the Underwriters' election up to 442,500 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter shall have the rightagrees, severally and not jointly, to purchase all or any that portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option election shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (iadjustment to eliminate fractional shares) the Company shall become obligated to sell to the Underwriters the determined by multiplying such number of Option Securities specified in such notice; (ii) each Shares by a fraction the numerator of which is the Underwriters, acting severally and not jointly, shall purchase that portion of the total maximum number of Option Securities then being purchased Shares which such Underwriter is entitled to purchase as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to in Schedule A hereto and the total denominator of which is the maximum number of Option Warrants, subject, in each case, Shares which all of the Underwriters are entitled to such adjustments as the Representative, in their sole discretion, shall determinepurchase hereunder. The Representative may cancel time and date at which certificates for Option Shares are to be delivered shall be determined by the Over-Allotment Option at Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any time event be prior to the expiration Closing Date. If the date of exercise of the Over-Allotment option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Certificates in definitive form for the Shares to be purchased by written each Underwriter hereunder, and in such denominations and registered in such names as Dain Xxxxxxxx Xxxxxxx xxx request upon at least 48 hours' prior notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants Company, shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by or on behalf of the Company or the Selling Shareholders, as applicable, to the Representative, you for the respective accounts account of such Underwriter at such time and place as shall hereafter be designated by the several Underwriters Representatives, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day Federal or other funds payable immediately available in Minneapolis, Minnesota. The time and date of such delivery and payment shall be, with respect to the order of the Company Firm Shares, 8:30 a.m. Minneapolis, Minnesota time, at the offices of WallachBeth Capital LLCSteptoe & Johnxxx XXX, Harborside Financial Center Plaza 5, 000 Xxxxxx 40 N. Xxxxxxx Xxxxxx, Suite 1410Xxxxx 0000, Jersey CityXxxxxxx, NJ 07311Xxxxxxx, xx Xxxil 26, 2000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative you and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Actmay agree upon in writing, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery being herein referred to as the "Closing Date," and, with respect to the Option Shares, at the time and on the date specified by you in the written notice given by you of the Firm Shares is Underwriters' election to purchase the Option Shares, or such other time and date as you and the Company may agree upon in writing, such time and date being referred to herein as the “"Option Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall " Such certificates will be registered in the name or names made available for checking and shall be in such denominations as the Representative may request on behalf of the Underwriters packaging at least one (1) business day before the Closing Date, 24 hours prior to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any the Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementat a location as may be designated by you.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Underwritten Shares and the Selling Stockholders agree, severally and not jointly, to sell the Secondary Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite Underwritten Shares and the names of the Underwriters in Schedule I heretoSecondary Shares. The purchase price for each Firm Unit Underwritten Share and Secondary Share shall be $5.01 11.40 per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated “Per Share Price”), as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshown on Schedule IV. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the rightright to purchase, severally and not jointly, to purchase all or any portion of the Option Additional Shares and/or at the Option Warrants Per Share Price as may be necessary to cover any over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters Representative at any time and from time to time (but not more than once) on or before the forty-fifth (45th) thirtieth day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised exercised, nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified agree in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)writing. (c) Payment of the purchase price for and delivery of the Option Additional Shares and/or the Option Warrants shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Underwritten Shares as set forth in subparagraph (d) below. (d) The Firm Securities Underwritten Shares and Secondary Shares will be delivered by the Company and the Selling Stockholders to the Representative, for the respective accounts of the several Underwriters Representative against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company or a Selling Stockholder at the offices of WallachBeth Rxxx Capital Partners, LLC, Harborside Financial Center Plaza 5800 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern TimePacific standard time, on the second (2nd) third (or if the Firm Securities Underwritten Shares and Secondary Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesAdditional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares and the Secondary Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as If the Representative may request on behalf so elects, delivery of the Underwriters at least one (1) business day before the Closing DateUnderwritten Shares, Secondary Shares and Additional Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the account at The Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received Company designated by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementRepresentative.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Unit Share shall be $5.01 28.05 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriters for the Option Share Shares shall be equal to $5.50. The purchase price to be paid 28.05 per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Optionshare. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company (the “Option Notice”); provided that the Underwriters may not exercise such option more than twice during such 30-day period. The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) second business day after the date on which the option shall have Option Notice has been exercised delivered to the Company nor later than the fifth (5th) business day after the date on which the option shall have Option Notice has been exercised delivered to the Company, unless the Company and the Representative Underwriters otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriters elect to purchase less than all or any portion of the Option Securities subject to the terms and conditions set forth hereinShares, (i) the Company shall become obligated agrees to sell to the Underwriters each Underwriter the number of Option Securities Shares obtained by multiplying the number of Option Shares specified in such notice; (ii) each the Option Notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite the name of the Underwriters, acting severally Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Shares. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the RepresentativeUnderwriters, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of WallachBeth Capital LLCWedbush Securities Inc., Harborside Financial Center Plaza 50000 Xxxxxxxx Xxxx., 000 Xxxxxx XxxxxxXxx Xxxxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Underwriters and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative Underwriters may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall shall, with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters agree to purchase, at a price of $42.24 per share, the Firm Shares. (b) Payment for the Firm Shares to be sold hereunder is to be made to the Company against delivery of the Firm Shares in book-entry form to the Underwriters through the facilities of The Depository Trust Company, New York, New York for the account of the Underwriters. Such payment and delivery are to be made at 10:00 a.m., New York time, on November 13, 2013 or at such other time and date not later than five business days thereafter as the Underwriters and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. Electronic transfer of the Firm Shares shall be made to the Underwriters at the time of delivery in such names and in such denominations as the Underwriters shall specify to the Company. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Firm Shares shall be made at the offices of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at or prior to 10:00 A.M., New York time, on the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units hereby grants an option to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Option Shares at the price per share as set forth opposite in the names first paragraph of the Underwriters in Schedule I heretothis Section. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company option granted hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set setting forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercisedUnderwriters are exercising the option, the names and the date and time when denominations in which the Option Shares and/or are to be registered and the time and date at which such Option Warrants Shares are to be delivered. The time and date at which Option Shares are to be delivered shall be determined by the Underwriters but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date and time being herein referred to as the “Option Closing Date”); provided. If the date of exercise of the option is two or more days before the Closing Date, howeverthe notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. To the extent, if any, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth hereinis exercised, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price payment for and delivery of the Option Shares and/or and delivery of the Option Warrants documents described in Section 6 hereof shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing DateShares.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several UnderwritersShares, and the several Underwriters agree, severally and not jointly, each Underwriter agrees to purchase the Firm Units Shares set forth opposite the names name of the Underwriters Underwriter in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each the Firm Unit Shares shall be $5.01 3.72 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant Common Share and $[0.01] per Firm Non-tradeable related Underwriter Warrant. (b) The Company hereby grants to the Underwriters Representative the option to purchase some or all of the Option Securities and, Shares upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, right to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriters for the Option Share Shares shall be equal to $5.50. The purchase price to be paid 3.72 per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Optionshare. This Over-Allotment Option option may be exercised by the Underwriters Representative at any time and from time to time on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares, as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts account of the several UnderwritersUnderwriter, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, the Representative has been authorized, for its own account and the accounts of the several Underwriters, authorized to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities Shares and any Option Securities Shares that the Underwriters have agreed to purchase. WallachBeth Capital LLCThe Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities Shares to be purchased by any the Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such the Underwriter, but any such payment shall not relieve such the Underwriter from any of its obligations under this Agreement. (f) On the Closing Date, the Company shall issue to the Underwriters (and/or it’s designee(s)), warrants (the “Underwriter Warrants”), in form and substance acceptable to the Representative, for the purchase of an aggregate of 228,550 Common Shares, which shall be registered in the name or names and shall be in such denominations as the Representative may request at least one (1) business day before the Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 [*] per Firm Unit share (or 91% of the public offering price) (the Unit Offering Price”), provided however, that if more than twenty-five percent (25.0%) of the Firm Units offered hereby are sold to existing investors in the Company as agreed by the Representative, then the purchase price for each the Firm Unit) which purchase price Units sold to those investors will be allocated as reduced to $[●*] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare (or 96% of the public offering price). The prices of the Units shall be set forth in Schedule II hereof. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and Option Warrants or Option Warrants, or any combination of Option Shares and Option Warrants, and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to the product of the Unit Offering Price minus $5.50. The 0.01 multiplied by 0.9,1and the purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]0.0091. The Underwriters shall not be under any obligation to purchase any of the Option Securities Shares or Option Warrants prior to the exercise of the Over-allotment Allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option Over-Allotment Option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day Business Day after the date on which the option Over-Allotment Option shall have been exercised nor later than the fifth (5th) business day Business Day after the date on which the option Over-Allotment Option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of the Option Securities Shares or Option Warrants subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice; and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their its sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made . “Business Day” means any day other than Saturday, Sunday or other day on an Option Closing Date which commercial banks in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered City of New York are authorized or required by the Company law to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood remain closed; provided that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but banks shall not be obligated to) make payment for any Securities deemed to be purchased authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by any Underwriter whose funds customers on such day. Any action that is to take place hereunder on a day that is not a Business Day shall not have been received by take place on the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementnext succeeding Business Day.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and each of the Selling Stockholders agrees, severally and not jointly, to sell to the several Underwriters agreeUnderwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase at $34.38 per share (the “Purchase Price”), (i) from the Company, the respective number of Primary Shares set forth opposite such Underwriter’s name in Schedule II hereto and (ii) from each Selling Stockholder, the number of Secondary Firm Units Shares determined by multiplying the aggregate number of Secondary Firm Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule I-A or Schedule I-B hereto by a fraction, the numerator of which is the aggregate number of Secondary Firm Shares to be purchased by such Underwriter as set forth opposite the names name of such Underwriter in Schedule II hereto and the denominator of which is the aggregate number of Secondary Firm Shares to be purchased by all the Underwriters from all of the Underwriters in Schedule I heretoSelling Stockholders hereunder. 13 The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant.Lovesac Company 2019 Offering Underwriting Agreement (b) The Company Selling Stockholder listed on Schedule I-A hereby grants to the Underwriters the option to purchase some or all of the Secondary Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, to purchase at the Purchase Price all or any portion of the Secondary Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company and the Selling Stockholder listed on Schedule I-A (the “Option Notice”). The Option Notice shall set forth the aggregate number of Secondary Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Secondary Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)agrees. (c) Payment of the purchase price Purchase Price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company and each Selling Stockholder to the RepresentativeUnderwriters, for the respective accounts of the several Underwriters against payment of the purchase price Purchase Price therefor by wire transfer of same day funds payable to the order of such Selling Stockholder or the Company Company, as applicable, at the offices of WallachBeth Capital LLCXxxxxx, Harborside Financial Center Plaza 5Xxxxxxxx & Company, 000 Xxxxxx Incorporated, Xxx Xxxxxxxxxx Xxxxxx, Suite 14103700, Jersey CitySan Francisco, NJ 07311CA 94104, or such other location as may be mutually acceptable, at 9:00 10:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative Representative, the Company, and the Company Selling Stockholders determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. Act The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company and the Selling Stockholders shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several respective Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLCThe Secondary Option Shares will be delivered by the Selling Stockholder listed on Schedule I-A to the Underwriters, has been authorizedagainst payment of the Purchase Price therefor by wire transfer of same day funds payable to the order of such Selling Stockholder as set forth in each Option Notice. On the Option Closing Date, for its own account the Selling Stockholder listed on Schedule I-A shall deliver the Secondary Option Shares, which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters in the Option Notice, to the accounts of the several respective Underwriters, to accept which delivery of and receipt for, and make payment shall be made through the facilities of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementDepository Trust Company’s DWAC system.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters agree, severally and not jointly, to purchase, at a price of $44.75 per share, the Firm Shares. (b) Payment for the Firm Shares to be sold hereunder is to be made to the Company against delivery of the Firm Shares in book-entry form to the Underwriters through the facilities of The Depository Trust Company, New York, New York for the account of the Underwriters. Such payment and delivery are to be made at 9:00 a.m., New York time, on March 20, 2015 or at such other time and date not later than five business days thereafter as the Underwriters and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” As used herein, “business day” means a day on which the Nasdaq Stock Market is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. Electronic transfer of the Firm Shares shall be made to the Underwriters at the time of delivery in such names and in such denominations as the Underwriters shall specify to the Company. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Firm Shares shall be made at the offices of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at or prior to 9:00 a.m., New York time, on the Closing Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units hereby grants an option to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Option Shares at the price per share as set forth opposite in the names first paragraph of the Underwriters in Schedule I heretothis Section. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company option granted hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set setting forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercisedUnderwriters are exercising the option, the names and the date and time when denominations in which the Option Shares and/or are to be registered and the time and date at which such Option Warrants Shares are to be delivered. The time and date at which Option Shares are to be delivered shall be determined by the Underwriters but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date and time being herein referred to as the “Option Closing Date”); provided. If the date of exercise of the option is two or more days before the Closing Date, howeverthe notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. To the extent, if any, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth hereinis exercised, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price payment for and delivery of the Option Shares and/or and delivery of the Option Warrants documents described in Section 6 hereof shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing DateShares.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Units, to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 [ ] per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant“Purchase Price”). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares or Option Warrants (either separately or together) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, right to purchase all or any portion of the Option Shares at the price equal to $[ ] per Option Share and/or the Option Warrants at the price equal to $[ ] per Option Warrant (either separately or together), as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Units as set forth in subparagraph (d) below. For the purpose of expediting the checking of the certificate for the Option Shares and Option Warrants by the Underwriters, the Company agrees to make a form of such certificate available to the Underwriters for such purpose at least one full business day preceding the Option Closing Date. (d) The Firm Securities Shares and Firm Warrants will be delivered by the Company to the RepresentativeUnderwriters, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Rxxx Capital Partners, LLC, Harborside Financial Center Plaza 5800 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) third (or if the Firm Securities Shares and the Firm Warrants are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Underwriters and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares and Option Warrants, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares and Firm Warrants is referred to herein as the “Closing Date.” If the Underwriters so elect, delivery of the Firm Shares and Option Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Underwriter. Certificates representing the Shares and the Warrants, in definitive form and in such denominations and registered in such names as the Underwriter may request upon at least two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. Pacific Time on the business day next preceding the Closing Date at the above addresses, or such other location as may be mutually acceptable. On the Closing Date or any Option Closing Date, the Company shall deliver (i) the Firm Securities Shares or the Option Shares, as applicable, which shall be registered in the name or names and shall be in such denominations as the Representative Underwriters may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal DWAC system and (ii) the Warrants issued in such names and in such denominations as the Underwriters request at Custodian system. least one (e1) It is understood that WallachBeth Capital LLCbusiness day before the Closing Date, has been authorized, for its own account and to the respective accounts of the several Underwriters, to accept which delivery of and receipt for, and make payment shall be made through the facilities of the purchase price for, Depository Trust Company. (e) In partial compensation for the Firm Securities and any Option Securities services to be provided by the Underwriters have agreed to purchase. WallachBeth Capital LLChereunder, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by on the Closing Date or and, if applicable, any Option Closing Date, the Company shall issue to the Underwriters, or as any Underwriter may otherwise direct, warrants (the case may be“Underwriter Warrants”), for entitling the account Underwriters, or their respective assigns, to purchase up to an aggregate of such Underwriter, but [ ]% of the total number of Shares (not including Warrant Shares) sold in the offering excluding any such payment shall not relieve such Underwriter from shares of Common Stock purchased by any of its obligations under this Agreementthe Company’s employees, officers, directors and certain investors the Company shall designate in writing to the Underwriters (the “Underwriter Warrant Shares”), at a per share price equal to the per share exercise price of the Warrants. The number of Underwriter Warrants shall be allocated among the Underwriters on a pro rata basis based on the number of Units purchased by each Underwriter as shown on Schedule I hereto. The Underwriter Warrants will be deemed compensation by FINRA and, subject to any applicable exemptions, which may include the exemption in FINRA Rule 5110(g)(2)(ii), may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the offering pursuant to FINRA Rule 5110(g)(1).

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company the respective numbers of Firm Units Shares and Preferred Shares set forth opposite the names name of the Underwriters Underwriter in Schedule I hereto. The purchase price to be paid by the Underwriter to the Company for each Firm Unit Share shall be shall be $5.01 1.6275 per Firm Unit Share with respect to investors introduced to the Company by the Underwriter. The purchase price to be paid by the Underwriter to the Company for each Firm Share shall be $1.75 for each Firm Share with respect to certain other investors (91% the “Other Investors”). The purchase price to be paid by the Underwriter to the Company for each Preferred Share purchased by Other Investors shall be $1.75 for each Preferred Share. Notwithstanding the foregoing, if the Other Investors participate in the Offering for a minimum aggregate amount of $2,000,000, the Underwriter shall receive a flat fee of $100,000 (but, for the avoidance of doubt, will not receive any underwriting discount with respect to the public offering price for each of the Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable WarrantShares sold to such Other Investors). (b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, right to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriter for the Option Share Shares shall be equal to $5.50. The purchase price to be paid 1.6275 per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Optionshare. This Over-Allotment Option option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares and Preferred Shares, as set forth in subparagraph (d) below. (d) The Firm Securities Shares and Preferred Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLCLxxxxxx & Company (UK) Ltd., Harborside Financial Center Plaza 5, 000 Xxxxxx 500 Xxxxx Xxxxxx, Suite 1410Xxxxx Xxxxx, Jersey CityXxx Xxxx, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) third (or if the Firm Securities Shares and Preferred Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares and Preferred Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares and Preferred Shares, which shall be registered in the name or names and shall be in such denominations as the Representative Underwriter may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares, and the Selling Secondary Shares Stockholder agrees to sell its Secondary Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, agree to purchase the Firm Units Shares and the Secondary Shares set forth opposite the names name of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit Share and each Secondary Share shall be $5.01 $ per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company Selling Option Shares Stockholder hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, right to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriters for the Option Share Shares shall be equal to $5.50. The purchase price to be paid [ ] per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Optionshare. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company and the Selling Option Shares Stockholder (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company Selling Option Shares Stockholder and the Representative Underwriters otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriters elect to purchase less than all or any portion of the Option Securities subject to Shares, the terms and conditions set forth herein, (i) the Company shall become obligated Selling Option Shares Stockholder agrees to sell to the Underwriters the number of Option Securities Shares obtained by multiplying the number of Option Shares specified in such notice; (ii) each notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite the name of the Underwriters, acting severally Selling Option Shares Stockholder in Schedule II hereto under the caption “Number of Option Shares Available to be Sold” and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Shares. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares and the Secondary Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares and the Secondary Shares will be delivered by the Company and the Selling Secondary Shares Stockholder to the Representative, for the respective accounts of the several Underwriters Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company or a Selling Stockholder, as appropriate, at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) third (or if the Firm Securities Shares and the Secondary Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares and the Secondary Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts account of the several Representative on behalf of the Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several UnderwritersUnderwriters the Underwritten Shares, and the several Underwriters agreeUnderwriters, severally and not jointly, agree to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I heretoUnderwritten Shares. The purchase price for each Firm Unit Underwritten Share shall be $5.01 15.00 per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated “Per Share Price”). The Company agrees to pay the Underwriters’ compensation as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantset forth in Schedule I hereto. (b) The Company hereby grants to the Underwriters the option to purchase some all or all any portion of the Option Securities Additional Shares as the Underwriters (in their sole discretion elect) and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the rightright to purchase, severally and not jointly, to purchase all or any portion of the Option Additional Shares and/or at the Option Warrants Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters an Underwriter at any time and or from time to time on or before the forty-fifth (45th) thirtieth day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) next business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriters otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Additional Shares and/or the Option Warrants shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Underwritten Shares as set forth in subparagraph (dc) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Underwriters, the Company agrees to make a form of such certificate available to the Underwriters for such purpose at least one full business day preceding the Option Closing Date. (dc) The Firm Securities Underwritten Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Rxxx Capital Partners, LLC, Harborside Financial Center Plaza 520 Xxxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern TimePDT, on the second (2nd) third (or if the Firm Securities Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Underwriters and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesAdditional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If an Underwriter so elects, delivery of the Closing DateUnderwritten Shares and Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by such Underwriter. Certificates representing the Shares, the Company shall deliver the Firm Securities which shall be registered in the name or names definitive form and shall be in such denominations and registered in such names as the Representative Underwriters may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by next preceding the Closing Date at the above addresses, or any Option Closing Date, such other location as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementbe mutually acceptable.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company the Firm Units set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price to be paid by the Underwriter to the Company for each the Firm Unit Shares shall be $5.01 9.975 per Firm Unit share (91the “Per Share Price”), representing an underwriting discount of 5.0%. The underwriting discount is reduced to 1.5% in connection with proceeds from any sales of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm ShareShares to certain of the Company’s existing stockholders and certain of the Company’s officers and directors, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantincluding entities affiliated with them (the “Company Introduced Investors”). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriter an option to purchase some or all of the Additional Shares, and the Underwriter shall have the right, severally and not jointly, right to purchase all or any portion of the Option Additional Shares and/or at the Option Warrants price per share equal to the Per Share Price as may be necessary to cover over-allotments made made, if any, in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by upon written notice from the Underwriter to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that that, unless the Company and the Underwriter otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the first (1st) business day after the date on which the option shall have been exercised exercised, nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agreeexercised. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Additional Shares and/or the Option Warrants shall be made on an the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dSection 4(c) below. (dc) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, to an account specified by the Company to the Underwriter at least twenty-four (24) hours in advance, at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 10:00 a.m. Eastern Timetime, on the second (2nd) (), or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesAdditional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver Delivery of the Firm Securities which Shares and Additional Shares shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the at The Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received Company designated by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units Securities set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit Share and accompanying Firm Warrant shall be $5.01 3.4785 per Firm Unit Share (9192% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.505.96. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I 1 opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital Capital, LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)third) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system. (e) It is understood that WallachBeth Capital Capital, LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital Capital, LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) The Company hereby agrees to issue to the Underwriters (and/or its designees) on the Closing Date a five-year warrant (the “Representative’s Warrant”) for the purchase of an aggregate of 90,428 shares of Common Stock, representing up to 6% of the Firm Shares. The Representative’s Warrant, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the effective date (the “Effective Date”) of the Registration Statement and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock equal to $4.16 (110% of the per Share offering price) (subject to adjustment as set forth therein). The Representative’s Warrant and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offering of the Securities or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request.

Purchase, Sale and Delivery of Shares. (a) Shares representing the Initial Preferred Shares. The obligation of the Underwriters to purchase the Shares representing the Initial Preferred Shares will be evidenced by an agreement or exchange of other written communications (the "Terms Agreement") at the time the Company determines to sell the Shares representing the Initial Preferred Shares. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms that will be Underwriters, the names of any Representatives, the number of Shares to be purchased by each Underwriter and the purchase price to be paid by the Underwriters. The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Underwriter first named in the Terms Agreement (the "Lead Underwriter") and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the "Closing Date"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Shares representing the Initial Preferred Shares. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the date for payment of funds and delivery of securities for all the Shares representing the Initial Preferred Shares sold pursuant to the offering. The obligations of the Underwriters to purchase the Shares representing the Initial Preferred Shares will be several and not joint. It is understood that the Underwriters propose to offer the Shares representing the Initial Preferred Shares for sale as set forth in the Prospectus. (b) Shares representing the Option Preferred Shares. On the basis of the representations, warranties and agreements herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units hereby grants an option to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase at their election up to an additional 3,000,000 Shares representing the Firm Units Option Preferred Shares, at the price per Share set forth opposite in the names Terms Agreement. The option will expire automatically at the close of business on the 30/th/ calendar day after the date of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant Terms Agreement and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary exercised in whole or in part from time to cover time only for the purpose of covering over-allotments which may be made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any offering and distribution of the Option Securities prior to Shares representing the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised Initial Preferred Shares upon notice by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set setting forth the aggregate number of additional Shares representing the Option Preferred Shares and/or Option Warrants as to which the several Underwriters are then exercising the option is being exercised, and the time, date and time when place of payment and delivery for such Shares representing the Option Shares and/or Preferred Shares. Any such time and date of payment and delivery (a "Date of Delivery") shall be determined by the Option Warrants are to be delivered (such date Underwriters and time being herein referred to as the “Option Closing Date”); providedCompany, however, that the Option Closing Date but shall not be earlier later than seven full business days after the exercise of said options, nor in any event prior to the Closing Date (as defined below) nor earlier than Date, unless otherwise agreed upon by the first (1st) business day after Underwriters and the date on which Company. If the option shall have been is exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect as to all or any portion of the Shares representing the Option Securities subject to the terms and conditions set forth hereinPreferred Shares, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall will purchase that portion proportion of the total number of Shares representing the Option Securities Preferred Shares then being purchased as set forth in Schedule I opposite which the name number of Shares representing the Initial Preferred Shares each such UnderwriterUnderwriter has severally agreed to purchase bears to the total number of Shares representing the Initial Preferred Shares, subject to such adjustments as the Representative, Underwriters in their sole discretion, discretion shall determine and (iii) each make to eliminate any sales or purchases of the Underwriters, acting severally and not jointly, shall purchase that portion of the total a fractional number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of Shares representing the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) belowPreferred Shares. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 5.57375 per Firm Unit (or 91% of the public offering price) (the “Unit Offering Price”), provided however, that if more than twenty-five percent (25.0%) of the Firm Units offered hereby are sold to existing investors in the Company as agreed by the Representative, then the purchase price for each the Firm Unit) which purchase price Units sold to those investors will be allocated as reduced to $[●] 5.88 per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare (or 96% of the public offering price). The prices of the Units shall be set forth in Schedule II hereof. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Shares and Option Warrants or Option Warrants, or any combination of Option Shares and Option Warrants, and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to the product of the Unit Offering Price minus $5.50. The 0.01 multiplied by 0.91 and the purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]0.0091. The Underwriters shall not be under any obligation to purchase any of the Option Securities Shares or Option Warrants prior to the exercise of the Over-allotment Allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option Over-Allotment Option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day Business Day after the date on which the option Over-Allotment Option shall have been exercised nor later than the fifth (5th) business day Business Day after the date on which the option Over-Allotment Option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of the Option Securities Shares or Option Warrants subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice; and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their its sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made . “Business Day” means any day other than Saturday, Sunday or other day on an Option Closing Date which commercial banks in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered City of New York are authorized or required by the Company law to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood remain closed; provided that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but banks shall not be obligated to) make payment for any Securities deemed to be purchased authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by any Underwriter whose funds customers on such day. Any action that is to take place hereunder on a day that is not a Business Day shall not have been received by take place on the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementnext succeeding Business Day.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Fund agrees to issue and sell the Firm Units to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Firm Units Fund, such number of Preferred Shares and at a purchase price per share as set forth opposite in the names Pricing Agreement follows: (i) If the Fund has elected not to rely upon Rule 430A of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of Rules and Regulations, the initial public offering price for each Firm Unit) which and the purchase price per share to be paid by the Underwriter for the Preferred Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be allocated as $[●] filed before the Registration Statement becomes effective. (ii) If the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the initial public offering price and the purchase price per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare to be paid by the Underwriter for the Preferred Shares shall be set forth in the Pricing Agreement. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for for, and delivery of certificates for, the Option Preferred Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office of Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, New York, or at such other xxxxx xs sxxxx be agreed upon by you and the Fund, at 9:00 A.M. on the fifth business day following the date of the effectiveness of the Registration Statement (or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the fifth business day after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by you and the Fund (such time and date of payment for and delivery being herein called the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will "Closing Date"). Payment shall be delivered by the Company made to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor Fund by wire transfer of same Federal funds check or checks or similar same-day funds payable to the order of the Company at the offices of WallachBeth Capital LLCFund, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, against delivery by or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case behalf of the Option Securities, at such date and time set forth in Fund to DTC for the Option Notice. The time and date of delivery account of the Firm Underwriter of certificates in definitive form representing each series of the Preferred Shares is referred to herein as be purchased by the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be Underwriter hereunder registered in the name or names of Cede & Co. ("Cede"), as nominee for DTC. The Fund will permit you to examine and shall be in package such denominations as the Representative may request on behalf of the Underwriters certificates for delivery at least one (1) full business day before prior to the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to issue sell to each Underwriter and sell the Firm Units to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a price of $_____ per share, the number of Firm Units Shares (to be adjusted by you to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company and each of the Selling Shareholders, as set forth opposite their respective names in Schedule B hereto, by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the names name of such Underwriter in Schedule A hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters in Schedule I heretofrom the Company and the Selling Shareholders hereunder. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm ShareIn addition, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon on the basis of the representations, warranties and representations covenants contained herein and subject to the terms and conditions herein set forth, each of the Selling Shareholders, as and to the extent indicated in Schedule B hereto, hereby grant, severally and not jointly, to the several Underwriters an option to purchase at the Underwriters' election up to 525,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering over allotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company, the Attorneys-in-Fact and the Custodian setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule B hereto. If any Option Shares are purchased, each Underwriter shall have the rightagrees, severally and not jointly, to purchase all or any that portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option election shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (iadjustment to eliminate fractional shares) the Company shall become obligated to sell to the Underwriters the determined by multiplying such number of Option Securities specified in such notice; (ii) each Shares by a fraction the numerator of which is the Underwriters, acting severally and not jointly, shall purchase that portion of the total maximum number of Option Securities then being purchased Shares which such Underwriter is entitled to purchase as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to in Schedule A hereto and the total denominator of which is the maximum number of Option Warrants, subject, in each case, Shares which all of the Underwriters are entitled to such adjustments as the Representative, in their sole discretion, shall determinepurchase hereunder. The Representative may cancel time and date at which certificates for Option Shares are to be delivered shall be determined by the Over-Allotment Option at Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any time event be prior to the expiration Closing Date. If the date of exercise of the Overoption is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Dain Xxxxxxxx Xxxxxxx xxx request upon at least forty-Allotment Option by written eight hours' prior notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants Company, shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by or on behalf of the Company to the Representative, you for the respective accounts account of such Underwriter at such time and place as shall hereafter be designated by the several Underwriters Representatives, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day funds certified or official bank check or checks, payable to the order of the Company in next day funds. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 8:30 a.m. Palo Alto, California] time, at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 000 Xxxxxx XxxxxxXxxx Xxxx Xxxx, Suite 1410Xxxx Xxxx, Jersey CityXX 00000, NJ 07311xx _______________, 1999, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative you and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Actmay agree upon in writing, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery being herein referred to as the "Closing Date," and, with respect to the Option Shares, at the time and on the date specified by you in the written notice given by you of the Firm Shares is Underwriters' election to purchase the Option Shares, or such other time and date as you and the Company may agree upon in writing, such time and date being referred to herein as the “"Option Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall " Such certificates will be registered in the name or names made available for checking and shall be in such denominations as the Representative may request on behalf of the Underwriters packaging at least one (1) business day before the Closing Date, twenty-four hours prior to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any the Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementat a location as may be designated by you.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several UnderwritersUnderwriters identified in Schedule II annexed hereto 1,550,000 Firm Shares, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase from the Company the number of Firm Units Shares as hereinafter set forth at the price per share of [$__________]. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the names name of such Underwriter in Schedule II annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantunder this Agreement. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the representations, warranties and representations agreements herein contained, and subject to the terms and conditions herein set forth, the Underwriter shall have Selling Shareholder agrees to sell to the rightUnderwriters 450,000 Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase all or any portion of from the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Selling Shareholder the number of Option Securities specified Firm Shares as hereinafter set forth at the same purchase price per share as stated in such notice; (ii) the preceding paragraph. The obligation of each of Underwriter to the Underwriters, acting severally and not jointly, Selling Shareholder shall be to purchase from the Selling Shareholder that portion of the total number of Option Securities then being purchased full Firm Shares which (as set forth nearly as practicable in Schedule I opposite full shares as determined by the name of such Underwriter, subject Representatives) bears the same proportion to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants Firm Shares to be sold by the Selling Shareholder as the number of shares set forth in Schedule I opposite the name of such Underwriter in Schedule II annexed hereto bears to the total number of Option Warrants, subject, in each case, Firm Shares to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration be purchased by all of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Underwriters under this Agreement. (c) Payment On the First Closing Date (as hereinafter defined), the Company and the Custodian on behalf of the purchase price for and delivery of Selling Shareholder will deliver to the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and Representatives, at the same office as offices of Robert W. Baird & Co. Incorporated, 777 East Wisconsin Avenue, Xxxxxxxxx, Xxxxonsin 53202, or throuxx xxx xxxxxxxxxx xx Xxx Xxxxxxxxxx Xxxxx Xxxxxxx, xxr the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters Underwriters, certificates representing the Firm Shares to be sold by them against payment in Milwaukee, Wisconsin of the purchase price therefor by wire transfer of same day immediately available funds payable to the order of account designated in writing by the Company at with respect to the offices of WallachBeth Capital LLCFirm Shares being sold by the Company and to the account designated in writing by the Custodian with respect to the Firm Shares being sold by the Selling Shareholder. As referred to in this Agreement, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may the "First Closing Date" shall be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) fourth (or third, if the Firm Securities are pricedprice set forth in Section 6(a) above is determined before 3:30 p.m., as contemplated by Rule 15c6-1(c) under Milwaukee, Wisconsin time on the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)date of this Agreement) full business day following after the date hereofof the Prospectus, at 9:00 a.m., Milwaukee, Wisconsin time, or at such other date or time and not later than ten full business days after the date of the Prospectus as the Representative Representatives, the Company and the Attorneys-in-Fact (or either of them) may agree. The certificates for the Firm Shares to be so delivered will be in denominations and registered in such names as the Representatives request by notice to the Company determine pursuant and the Attorneys-in-Fact, or either of them, prior to Rule 15c6the first full business day preceding the First Closing Date, and such certificates will be made available for checking and packaging at 9:00 a.m., Milwaukee, Wisconsin time on the first full business day preceding the First Closing Date at a location to be designated by the Representatives. (d) In addition, on the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, shall have the right at any time within thirty days after the date of the Prospectus to purchase up to 300,000 Optional Shares from the Company at the purchase price per share to be paid for the Firm Shares, for use solely in covering any over-1(a) under allotments made by the Exchange Act, or, Underwriters in the case sale and distribution of the Option SecuritiesFirm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) upon written notice by the Representatives to the Company within thirty days after the date of the Prospectus setting forth the aggregate number of Optional Shares to be purchased by the Underwriters and sold by the Company, at the names and denominations in which the certificates for such shares are to be registered and the date and time set forth in the Option Noticeplace at which such certificates will be delivered. The time and Such date of delivery of (the Firm Shares is referred to herein as the “"Second Closing Date.” On ") shall be determined by the Representatives, provided that the Second Closing Date, which may be the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations same as the Representative may request on behalf First Closing Date, shall not be earlier than the First Closing Date and, if after the First Closing Date, shall not be earlier than three nor later than ten full business days after delivery of such notice to exercise. The number of Optional Shares to be purchased by each of the Underwriters pursuant to such notice shall equal that number of full Optional Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Optional Shares to be purchased by all Underwriters hereunder as the number of Firm Shares to be purchased by such Underwriter under this Agreement bears to the total number of Firm Shares to be sold hereunder. Certificates for the Optional Shares will be made available for checking and packaging at least one (1) 9:00 a.m., Milwaukee, Wisconsin time, on the first full business day before preceding the Second Closing Date, Date at a location to be designated by the respective accounts Representatives. The manner of payment for and delivery of (including the several Underwriters, denominations of and the names in which delivery certificates are to be registered) the Optional Shares shall with respect to be the same as for the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian systemShares. (e) The Representatives have advised the Company and the Attorneys-in-Fact that each Underwriter has authorized the Representatives to accept delivery of the Shares and to make payment therefor. It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLCRepresentatives, individually and not as the Representative representatives of the Underwriters, may (but shall not be obligated to) make payment for any Securities Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the First Closing Date or any Option the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations obligation under this Agreement. As referred to in this Agreement, "Closing Date" shall mean either the First Closing Date or the Second Closing Date.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointlyUnderwriter agrees, to purchase the Firm Units set forth opposite Shares from the names of the Underwriters in Schedule I heretoCompany. The purchase price to be paid by the Underwriter to the Company for each the Firm Unit Shares shall be $5.01 2.961 per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant“Per Share Price”). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriter an option to purchase some or all of the Additional Shares, and the Underwriter shall have the right, severally and not jointly, right to purchase all or any portion of the Option Additional Shares and/or at the Option Warrants price per share equal to the Per Share Price, as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters Underwriter at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by upon written notice from the Underwriter to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that that, unless the Company and the Underwriter otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the first (1st) business day after the date on which the option shall have been exercised exercised, nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agreeexercised. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Additional Shares and/or the Option Warrants shall be made on an the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dc) below. (dc) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 7:00 a.m. Eastern Timepacific standard time, on the second (2nd) third (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesAdditional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver Delivery of the Firm Securities which Shares and Additional Shares shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the at The Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received Company designated by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several Underwriters, and each of the several Underwriters agreeUnderwriters, severally and not jointly, agrees to purchase the number of Firm Units Shares set forth opposite the names of the Underwriters in such Underwriter’s name on Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 _______ per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant“Per Share Price”). (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the right, severally and not jointly, right to purchase all or any portion of the Option Additional Shares and/or at the Option Warrants Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters at any time and from time to time (but not more than once) on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by delivery of a written notice to the Company by the Representative (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of Such Additional Shares shall be purchased from the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth hereinCompany, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion for the accounts of the total several Underwriters in proportion to the number of Option Securities then being purchased as Firm Shares set forth opposite each such Underwriter’s name in Schedule I opposite the name of such Underwriterhereto, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased except that the number respective purchase obligations of Option Warrants as set forth in Schedule I opposite the name of such each Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option be adjusted by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) so that no Underwriter shall be obligated to purchase fractional shares. Payment of the purchase price for and delivery of the Option Additional Shares and/or the Option Warrants shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (dSection 4(c) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Underwriters, the Company agrees to make a form of such certificate available to the Representative for such purpose at least one full business day preceding the Option Closing Date. (dc) The Firm Securities Shares will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 500 Xxxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) third (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern timeTime, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesAdditional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateRepresentative so elects, the Company shall deliver delivery of the Firm Securities which shall Shares and Additional Shares may be registered made by credit through full fast transfer to the account at The Depository Trust Company designated by the Representative. Certificates representing the Shares, in the name or names definitive form and shall be in such denominations and registered in such names as the Representative may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. Pacific Time on the business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by next preceding the Closing Date at the above addresses, or any Option Closing Date, such other location as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementbe mutually acceptable.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Units Shares set forth opposite the names name of the Underwriters Underwriter in Schedule I hereto. The purchase price for each Firm Unit Share shall be $5.01 0.70 per Firm Unit (91% of share. The purchase price to be paid by the public offering price Underwriter to the Company for each Firm Unit) which purchase price will Share shall be allocated as $[●] 0.658 per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshare. (b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Securities Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per by the Underwriter for the Option Share Shares shall be equal to $5.50. The purchase price to be paid 0.658 per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Optionshare. This Over-Allotment Option option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the forty-fifth thirtieth (45th30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Upon exercise of If the Over-allotment Option with respect Underwriter elects to purchase less than all or any portion of the Option Securities subject to the terms and conditions set forth hereinShares, (i) the Company shall become obligated agree to sell to the Underwriters Underwriter the number of Option Securities Shares obtained by multiplying the number of Option Shares specified in such notice; (ii) each notice by a fraction, the numerator of which is the Underwriters, acting severally number of Option Shares and not jointly, shall purchase that portion the denominator of which is the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)Shares. (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Shares as set forth in subparagraph (d) below. (d) The Firm Securities Shares will be delivered by the Company to the RepresentativeUnderwriter, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital Roxx Xapital Partners, LLC, Harborside Financial Center Plaza 5880 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxx 000, Suite 1410Xxxxxxx Xxxxx, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 6:00 a.m. Eastern Pacific Time, on the second (2nd) (or if the Firm Securities Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesShares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities Shares, which shall be registered in the name or names and shall be in such denominations as the Representative Underwriter may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several UnderwritersUnderwriter, which delivery shall with respect to the Firm SecuritiesShares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian DWAC system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell the Firm Units to the several Underwriters named in Schedule A hereto, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $10.9825 per ordinary share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the office of Polk & Xxxxxxxx LLP (“Xxxxx Xxxx”), counsel for the Underwriters, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 am (Eastern time), on December 5, 2022, or at such other time not later than seven full business days thereafter as the Representatives and the several Company determine, such time being herein referred to as the “First Closing Date”. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Units Securities set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the ’s name of such Underwriter bears to the total number of Option WarrantsFirm Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, subjector simultaneously are, in each case, to such adjustments as the Representative, in their sole discretion, shall determinesold and delivered. The Representative right to purchase the Optional Securities or any portion thereof may cancel be exercised from time to time and to the Over-Allotment Option extent not previously exercised may be surrendered and terminated at any time prior upon notice by the Representatives to the expiration of Company. Each time for the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Optional Securities, being herein referred to as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representativean “Optional Closing Date”, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as which may be mutually acceptablethe First Closing Date (the First Closing Date and each Optional Closing Date, at 9:00 a.m. Eastern Timeif any, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is being sometimes referred to herein as the a “Closing Date.” On ”), shall be determined by the Closing Date, the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company shall will deliver the Firm Optional Securities which shall be registered in being purchased on each Optional Closing Date to or as instructed by the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, Representatives for its own account and the accounts of the several Underwriters, in a form reasonably acceptable to accept delivery of and receipt for, and make the Representatives against payment of the purchase price for, therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Firm Securities and any Option Securities Representatives drawn to the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative order of the UnderwritersCompany, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by at the Representative by the Closing Date or any Option Closing Dateoffice of Xxxxx Xxxx, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementnoted above.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units Underwritten Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units respective number of Underwritten Shares set forth opposite the names name of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit Underwritten Share shall be $5.01 1.1625 per Firm Unit share (91% of the public offering price for each Firm Unit) which purchase price will be allocated “Per Share Price”), as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrantshown on Schedule III hereto. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter Underwriters shall have the rightright to purchase, severally and not jointly, to purchase all or any portion of the Option Additional Shares and/or at the Option Warrants price per share equal to the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option option may be exercised by the Underwriters Representative at any time and from time to time (but not more than once) on or before the forty-fifth (45th) thirtieth day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Additional Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor or, with respect to any Additional Shares to be delivered after the Closing Date, no earlier than the first (1st) or later than the fifth business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised of such notice unless the Company Representative and the Representative Company otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified agree in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith)writing. (c) Payment of the purchase price for and delivery of the Option Additional Shares and/or the Option Warrants shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Securities Underwritten Shares as set forth in subparagraph (d) below. (d) The Firm Securities Underwritten Shares will be delivered by the Company to the Representative, Representative for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Xxxx Capital Partners, LLC, Harborside Financial Center Plaza 5000 Xxx Xxxxxxxx Xxxxx, 000 Xxxxxx XxxxxxXxxxxxx Xxxxx, Suite 1410, Jersey City, NJ 07311XX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Timepacific standard time, on the second (2nd) third (or if the Firm Securities Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)fourth) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SecuritiesAdditional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On Delivery of the Closing Date, the Company shall deliver the Firm Securities which Underwritten Shares and Additional Shares shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the account at The Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received Company designated by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementRepresentative.