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 Underwritten Shares to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Share shall be $0.47125 per share (the “Per Share Price”). (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 the option to purchase some or all of the Additional Shares and the Underwriters shall have the right to purchase all or any portion of the Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time (but not more than once) on or before the 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions). Payment of the purchase price for and delivery of the Additional Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. (c) The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific time, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the 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 Underwritten Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase the respective numbers of Underwritten Firm 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 Underwritten Firm Share shall be $0.47125 4.10 per share (which for the avoidance of doubt equals 93% of the per Firm Share public offering price (the “Per Share Initial Price”)). (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Option Shares and, upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters Underwriter shall have the right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Additional Option Shares at 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 by the Underwriter for the Option Shares shall be the Initial Price. This option may be exercised by the Underwriters Underwriter at any time (but not more than once) and from time to time on or before the thirtieth day thirty (30) days following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Xxxx Capital otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares . (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the Underwriters Xxxx Capital 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Representative so electsClosing Date, delivery of the Underwritten Company shall deliver the Firm Shares and any Additional Shares may be made by credit through full fast transfer to the account at The of Xxxx Capital, which delivery shall be made through the facilities of the Depository Trust Company designated by the Representativeunless Xxxx Capital shall otherwise instruct.

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 Underwritten Firm Shares to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective numbers of Underwritten the Firm 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 Underwritten Share the Firm Shares shall be $0.47125 1.978 per share (the “Per Share Price”). (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 the an option to purchase some or all of the Additional Shares Shares, and the Underwriters shall have the right to purchase purchase, severally and not jointly, all or any portion of the Additional Shares at the price per share equal to the Per Share Price Price, as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The number of Additional Shares to be purchased by each Underwriter shall be the same percentage (as adjusted by the Representative to eliminate fractions) of the total number of Additional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. This option may be exercised by the Underwriters Representative at any time (but not more than once) on or before the thirtieth (30th) 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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 Underwritten Shares Firm Shares, nor earlier than the first business day after the date on which the option shall have been exercised exercised, nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions)exercised. Payment of the purchase price for and delivery of the Additional Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (c) below. (c) The Underwritten Firm 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 10:00 a.m. Pacific New York City time, on the third (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery Delivery of the Underwritten Firm Shares and any Additional Shares may shall be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the 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 Underwritten Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Shares from the respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I heretoCompany. The purchase price for each Underwritten Share to the Underwriter shall be $0.47125 per share [●] for each Firm Share (the “Per Share Purchase Price”). (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Option Shares, and, upon 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 the option to purchase some or all of the Additional Shares and the Underwriters Underwriter shall have the right to purchase all or any portion of the Additional Option Shares at 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 by the Underwriter for the Option Shares shall be the Per Share Purchase Price. This option may be exercised by the Underwriters Underwriter at any time (but not more than once) and from time to time on or before the thirtieth 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 amount of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares . (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Ladenburg Txxxxxxx & Co. Inc., 200 Xxxx Capital PartnersXxxxxx, LLC, 000 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 10:00 a.m. Pacific timeEastern Time, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery Delivery of the Underwritten Firm Shares and any Additional Shares may shall be made by credit through full fast transfer to the account at The Depository facilities of the Depositary Trust Company designated by the RepresentativeUnderwriter.

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 Underwritten Shares to the Underwriters, Underwriters and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase the respective numbers purchase, at a price of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Share shall be $0.47125 $ per share (the “Per Share Price”), the number of Underwritten Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase all or any portion of the Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by you, as Representatives of the Underwriters Underwriters, at any time (but not more than once) on or before the 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Representatives otherwise agree. Such The number of Additional Shares to be purchased by each Underwriter shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion to the total number of Additional Shares being purchased as the number of shares of Underwritten Shares set forth opposite being purchased by such Underwriter’s name in Schedule I Underwriter bears to the total number of shares of Underwritten Shares (subject Shares, adjusted by you in such manner as to adjustment by the Underwriters to eliminate fractions)avoid fractional shares. Payment of the purchase price for and delivery of the any Additional Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below, including with regard to the conditions set forth in Section 6 below. For the purpose of expediting the checking of the certificates for the Additional Shares by the Representatives, the Company agrees to make forms of such certificates available to the Representatives for such purpose at least one full business day preceding the Option Closing Date. (c) The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the Underwriters Representatives 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 Xxxx Chardan Capital PartnersMarkets, LLC, 000 10 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxx Xxxxx, Xxxxxxx XxxxxXxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEST, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If .. Certificates representing the Representative Shares, in definitive form and in such denominations and registered in such names as the Representatives may request upon at least two business days’ prior notice to the Company, will be made available for checking and packaging not later than 12:00 p.m. EST on the business day next preceding the Closing Date or the Option Closing Date at the above addresses, or such other location as may be mutually acceptable, provided that, if the Representatives so electselect, delivery of the Underwritten Shares and any the Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the RepresentativeRepresentatives.

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 Underwritten Shares to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase the respective numbers number of Underwritten Shares set forth opposite the their names of the Underwriters in on Schedule I hereto. I. The purchase price for each Underwritten Share shall be $0.47125 _______ per share (the “Per Share Price”). (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase purchase, severally and not jointly, all or any portion of the Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representatives at any time (but not more than once) on or before the 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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) with respect to the Underwritten Shares nor earlier than the first third business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Representatives otherwise agree. Such If any Additional Shares shall are to be purchased, each Underwriter agrees, severally and not jointly, from to purchase the Company for number of Additional Shares (subject to such adjustments to eliminate fractional shares as the account of each Underwriter in Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in on Schedule I opposite the name of such Underwriter bears to the total number of shares Underwritten Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of Underwritten Shares (subject such cancellation to adjustment by the Underwriters to eliminate fractions)Company. Payment of the purchase price for and delivery of the Additional Shares shall be made on at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Representatives, the Company agrees to make a form of such certificate available to the Representatives for such purpose at least one full business day preceding the Option Closing Date. (c) The Underwritten Shares will be delivered by the Company to the Representative Representatives for the respective accounts account of the 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 Lxxxxx & Wxxxxxx LLP, 600 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxx 00xx Xxxxx, Xxxxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timePST, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative Representatives so electselect, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the RepresentativeRepresentatives. Certificates representing the Shares, in definitive form and in such denominations and registered in such names as the Representatives 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. PDT on the business day next preceding the Closing Date at the above addresses, or such other location as may be mutually acceptable. (d) It is understood that the Representatives have been authorized, for their 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 Underwritten Shares and any Additional Shares the Underwriters have agreed to purchase. Jxxxxxxxx & Company, Inc. and Rxxx Capital Partners LLC, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the applicable 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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten 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 Underwritten Share shall be $0.47125 0.3255 per share (the “Per Share Price”)Share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a)) all or any portion of the Additional Option Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time, in whole or in part, on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for the account of agrees to sell to each Underwriter in the same proportion as the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative Representative, for the respective accounts of the Underwriters 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 Xxxx Rxxx Capital Partners, LLC, 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timeTime, on the third (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Shares, which shall be registered in the name or names and shall be in such denominations as the Representative so electsmay 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 be made through the facilities of the Depository Trust Company’s DWAC system. (e) It is understood that 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 Underwritten purchase price for, the Firm Shares and any Additional Option Shares the Underwriters have agreed to purchase. The Representative, individually and not as the Representative of the Underwriters, may (but shall not be made obligated to) make payment for any Shares to be purchased by credit through full fast transfer 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 account at The Depository Trust Company designated by Underwriters (and/or their designees), warrants (the “Underwriter Warrants”), in form and substance acceptable to the Representative, for the purchase of an aggregate of 357,500 shares of Common Stock, 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.

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 Underwritten Shares to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase the respective numbers of Underwritten Shares set forth opposite from the names of the Underwriters in Schedule I heretoCompany. The purchase price for each of the Underwritten Share Shares shall be $0.47125 6.7925 per share (the “Per Share Price”). The Company agrees to pay to the Underwriter the compensation as set forth in Schedule II hereto. (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters Underwriter shall have the right to purchase from the Company all or any a portion of the Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyoffering of the Underwritten Shares. This option may be exercised by the Underwriters Underwriter at any time (but not more than once) on or before the 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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) with respect to the Underwritten Shares nor earlier than the first second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions). Payment of the purchase price for and delivery of the Additional Shares shall be made on at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. For the purpose of expediting the checking of the certificate for the Additional Shares by you, the Company agrees to make a form of such certificate available to you for such purpose at least one full business day preceding the Option Closing Date. (c) The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the Underwriters Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, as appropriate, at the offices of Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific New York City time, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative Underwriter so elects, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the RepresentativeUnderwriter. Certificates representing the Underwritten Shares, 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. PST on the business day next preceding the Closing Date at the above addresses, or such other location as may be mutually acceptable.

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 Underwritten Shares to the Underwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the respective numbers Company, at a price of Underwritten $______ per share, the number of Firm 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 Underwritten Share shall be $0.47125 per share (the “Per Share Price”). (b) On In addition, on the basis of the representations, warranties and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters the an option to purchase some or all of the Additional Shares and the Underwriters shall have the right at their election up to purchase all or any portion of the Additional 262,500 Option Shares at the Per Share Price same price per share as may be necessary to cover over-allotments made set forth for the Firm Shares in connection with the transactions contemplated herebyparagraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. This The option granted hereby may be exercised by the Underwriters in whole or in part, but only once, and at any time (but not more than once) on or before the thirtieth day following upon written notice given within 30 days after the date hereofof this Agreement, by written notice you, as Representatives of the several Underwriters, to the Company (the “Option Notice”). The Option Notice shall set setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the time and date and time when the Additional Shares at which certificates are to be delivered (such date and time being herein referred to as the “delivered. If any Option Closing Date”); providedShares are purchased, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchasedeach Underwriter agrees, severally and not jointly, from to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Firm Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Firm Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the 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 event be prior to the Closing Date. If the date of exercise of the 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 each Underwriter hereunder, and in such denominations and registered in such names as Xxxx Xxxxxxxx Incorporated may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to you for the account of each such Underwriter in the same proportion at such time and place as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment shall hereafter be designated by the Underwriters to eliminate fractions). Payment of the purchase price for and delivery of the Additional Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. (c) The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the 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. Minneapolis time, at the offices of Xxxx Capital Partners___________________________, LLCon _______________, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000199 , or such other location as may be mutually acceptable, at 6:00 a.m. Pacific time, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as the Representative you and the Company determine pursuant may agree upon in writing, such time and date being herein referred to Rule 15c6-1(a) under as the Exchange Act"Closing Date," and, or, in with respect to the case of the Additional Option Shares, at such the time and on the date and time set forth specified by you in the written notice given by you of the Underwriters' election to purchase the Option Notice. The Shares, or such other time and date of delivery of as you and the Underwritten Shares or the Additional SharesCompany may agree upon in writing, as applicable, is such time and date being referred to herein as the “"Option Closing Date.” If " Such certificates will be made available for checking and packaging at least twenty-four hours prior to the Representative so electsClosing Date or the Option Closing Date, delivery of as the Underwritten Shares and any Additional Shares case may be, at a location as may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Representativeyou.

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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm 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 Underwritten Firm Share shall be $0.47125 6.045 per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Additional Option Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional If the Underwriters elect to purchase less than all of the Option Shares shall be purchased, severally and not jointly, from the Company for the account of agrees to sell to each Underwriter in the same proportion as the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative Representative, for the respective accounts of the Underwriters 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 Xxxx Rxxx Capital Partners, LLC, 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timeTime, on the third date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, priced after 4:30 p.m. Eastern time, the fourth) full business day following the date hereofspecified therein), 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representative so electsmay 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 be made through the facilities of the Depository Trust Company’s DWAC system. (e) It is understood that 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 Underwritten purchase price for, the Firm Shares and any Additional Option Shares the Underwriters have agreed to purchase. The Representative, individually and not as the Representative of the Underwriters, may (but shall not be made obligated to) make payment for any Shares to be purchased by credit through full fast transfer 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 account at The Depository Trust Company designated by Representative (and/or its designees), warrants (the “Underwriter Warrants”), in form and substance acceptable to the Representative, for the purchase of Common Stock in an amount equal to an aggregate of 5.0% of the Firm 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. On any Option Closing Date, the Company shall issue to the Representative (and/or its designees), additional Underwriter Warrants, for the purchase of Common Stock in an amount equal to an aggregate of 5.0% of the Option Shares being purchased on such Option Closing Date, 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 Underwritten Shares to the UnderwritersFirm Shares, and the Underwriters agree, severally and not jointly, each Underwriter agrees to purchase the respective numbers of Underwritten Firm 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 Underwritten Share the Firm Shares shall be $0.47125 [ ] per share (the “Per Common Share Price”)and related Underwriter Warrant. (b) On The Company hereby grants to the Representative the option to purchase some or all of the Option Shares upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters Underwriter shall have the right to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $[ ] per share. This option may be exercised by the Underwriters Representative at any time (but not more than once) and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares . (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares Firm Shares, as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the Underwriters Representative, 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timeTime, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representative so electsmay request at least one (1) business day before the Closing Date, to the account of the Underwriter, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system. (e) It is understood that the Representative has been authorized to accept delivery of and receipt for, and make payment of the Underwritten purchase price for, the Firm Shares and any Additional Option Shares that the Underwriters have agreed to purchase. The Representative, individually and not as the Representative of the Underwriters, may (but shall not be made obligated to) make payment for any Shares to be purchased by credit through full fast transfer 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 the Underwriter, but any such payment shall not relieve the Underwriter from any of its obligations under this Agreement. (f) On the Closing Date, the Company shall issue to the account at The Depository Trust Company designated by 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 [ ] 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 Underwritten Firm Shares to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I heretoFirm Shares. The purchase price for each Underwritten Firm Share shall be $0.47125 per share ● (the “Per Share Purchase Price”). (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 the option to purchase some or all of the Additional Option Shares and the Underwriters shall have the right to purchase all or any portion of the Additional Option Shares at the Per Share Purchase Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriters otherwise agree. Such Additional Shares For the purpose of this Agreement, “business day” shall be purchasedmean any day other than a day on which banks in New York, severally and not jointlyNew York or Tel Aviv, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears Israel are authorized or obligated by law to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions)close. Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (c) below. (c) The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific time, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the 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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Firm Share shall be $0.47125 5.29 per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the Underwriters terms and conditions herein set forth, the Underwriter shall have the right right, severally and not jointly, to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $5.29 per share. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Purchased” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm 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 Xxxx Aegis Capital Partners, LLCCorp., 000 Xxx Xxxxxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representative so electsmay 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 Shares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system. (e) It is understood that 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 Underwritten purchase price for, the Firm Shares and any Additional Option Shares the Underwriters have agreed to purchase. The 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 100,870 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 by credit through full fast transfer to on the account at The Depository Trust Company designated by Closing Date and shall be issued in the Representativename 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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to the Underwriters for each Underwritten Firm Share shall be $0.47125 $ per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $ per share. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriters otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative Representative, for the respective accounts of the Underwriters 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 Xxxx Aegis Capital PartnersCorp., LLC800 Xxxxxxx Xxxxxx, 000 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representative so elects, delivery may request on behalf of the Underwritten Shares and any Additional Shares may Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made by credit through full fast transfer to the account at The facilities of the Depository Trust Company designated by the RepresentativeCompany’s DWAC system.

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 Underwritten Shares to the UnderwritersShares, and the Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price for each Underwritten Share shall be $0.47125 4.935 per share (the “Per Share Price”). (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase purchase, severally and not jointly, all or any portion of the Additional Shares at the Per Share Price as may be necessary to cover any over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representative at any time (but not more than once) and from time to time on or before the 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised exercised, nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter agree in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares writing. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Shares shall be made on at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital Partners, Canaccord Genuity LLC, 000 Xxx Xxxxxxxx 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx XxxxxXxxxxx, XX Xxxxxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 6:00 10:00 a.m. Pacific Eastern daylight time, on the third second (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern daylight time, the fourththird) 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Representative.

Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties warranties, covenants and agreements herein containedof the Company and the Sole Stockholder contained in this Agreement, but and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to issue and sell the Underwritten Shares to the several Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of $___ per share, the respective numbers number of Underwritten Firm Shares set forth opposite the names name of the Underwriters in such Underwriter on Schedule I hereto. The purchase price for each Underwritten Share shall be $0.47125 per share to this Agreement (the “Per Share Price”subject to adjustment as provided in Section 8 of this Agreement). (b) On the basis of the representations, warranties several (and not joint) covenants and agreements herein containedof the Underwriters contained in this Agreement, but and subject to the terms and conditions herein set forthforth in this Agreement, the Company hereby grants an option to the several Underwriters the option to purchase some or all of from the Additional Shares Company, severally and the Underwriters shall have the right to purchase not jointly, all or any portion of the Additional Option Shares at the Per Share Price same price per share as may be necessary the Underwriters are to cover over-allotments made in connection with pay for the transactions contemplated herebyFirm Shares. This option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth 45th day following after the date hereofof the Prospectus upon written, telecopied or telegraphic notice by written notice the Representative to the Company (the “Option Notice”). The Option Notice shall set setting forth the aggregate number of Additional Option Shares as to which the several Underwriters are exercising the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the “settlement date. The Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchasedpurchased severally, severally and not jointly, from the Company for the account of by each Underwriter Underwriter, if purchased at all, in the same proportion as that the number of shares of Underwritten Firm Shares set forth opposite such Underwriter’s the name of the Underwriter in Schedule I to this Agreement bears to the total number of shares of Underwritten Firm Shares (subject to adjustment be purchased by the Underwriters under Section 2(a) above, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate fractions)any fractional shares. Payment Delivery of certificates for the purchase price for Option Shares, and delivery of the Additional Shares payment therefor, shall be made on the Option Closing Date as provided in the same manner Section 2(c) and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (cSection 2(d) below. (c) The Underwritten Delivery of the Firm Shares will be delivered and the Option Shares (if the option granted by the Company in Section 2(b) above has been exercised not later than 6:30 a.m., San Francisco time, on the date two business days preceding the Closing Date), and payment therefor, less the non-accountable expense allowance provided for in Section 4(a)(ii) of this Agreement, shall be made at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, at 6:30 a.m., San Francisco time, on February __, 1998, 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 Representative, or as provided in Section 8 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 the Nasdaq National Market is open for trading and on which banks in New York and California are open for business and not permitted by law or executive order to be closed. (d) If the option granted by the Company in Section 2(b) above is exercised after 6:30 a.m., San Francisco time, on the date two business days preceding the Closing Date, delivery of the Option Shares and payment therefor, less the applicable portion, if any, of the non-accountable expense allowance provided for in Section 4(a)(ii) of this Agreement, shall be made at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, at 6:30 a.m., San Francisco time, on the date specified by the Representative (which shall be three or four, or fewer, business days after the exercise of the option, but not in excess of the period of time specified in the Rules and Regulations). (e) Payment of the purchase price for the Shares by the several Underwriters shall be made by certified or official bank check, checks drawn in same-day funds or wire transfer, payable to the Representative order of the Company. Such payment shall be made upon delivery of certificates for the Shares to you for the respective accounts of the Underwriters against payment several Underwriters. Certificates for the Shares to be delivered to you shall be registered in such name or names and shall be in such denominations as the Representative may request at least two business days before the Closing Date, in the case of Firm Shares, and at least one business day prior to the purchase of the purchase price therefor by wire transfer Option Shares, in the case of same day funds payable the Option Shares. Such certificates will be made available to the order of Underwriters for inspection, checking and packaging at a location in San Francisco, California as the Company at the offices of Xxxx Capital PartnersRepresentative may designate, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific time, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) not less than one full business day following prior to 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, Closing Date or, in the case of the Additional Option Shares, at such date and time set forth in by 12:00 p.m., San Francisco time, on the Option Notice. The time and first business day preceding the date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” purchase. If the Representative so elects, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the Representative. (f) It is understood that the several Underwriters propose to offer the Shares for sale to the public as soon as the Representative deems 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 Representative 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 in the third and eighth paragraphs set forth under the 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 contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to the Underwriters for each Underwritten Firm Share shall be $0.47125 2.585 per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $2.585 per share. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative Representatives, for the respective accounts of the Underwriters 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timeTime, on the third (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Firm Shares, as applicable, is referred to herein as the “Closing Date.” If On the Representative so electsClosing Date, delivery the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwritten Shares and any Additional Shares may Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made by credit through full fast transfer to the account at The facilities of the Depository Trust Company designated by the RepresentativeCompany’s DWAC system.

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 Underwritten Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase the respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I heretoFirm Shares. The purchase price to be paid by the Underwriter to the Company for each Underwritten Share the Firm Shares shall be $0.47125 3.2725 per share (the “Per Share Price”); provided that the purchase price paid by the Underwriter to the Company for the Firm Shares shall be $3.3862 per share for the sale of up to $1 million in Firm Shares to any employee, director, other insider of the Company, any owner of at least 5% of the Company’s common stock, or a strategic investor identified by the Company (such price the “Discounted Per Share Price”). (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 the Underwriter an option to purchase some or all of the Additional Shares Shares, and the Underwriters Underwriter shall have the right to purchase all or any portion of the Additional Shares at the price per share equal to the Per Share Price (or the Discounted Per Share Price, if applicable), as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Underwriter at any time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by upon one (1) business day written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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 Underwritten Shares Firm Shares, nor earlier than the first business day after the date on which the option shall have been exercised exercised, nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions)exercised. Payment of the purchase price for and delivery of the Additional Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (c) below. (c) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the Underwriters Underwriter against payment of the purchase price therefor by wire transfer of same day immediately available funds payable to the order of the Company at the offices of Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptableCompany, at 6:00 7:00 a.m. Pacific timePDT on Wednesday, on the third (or if the Underwritten Shares are pricedAugust 21, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof2013, or at such other time and date as the Representative Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Actmay agree in writing, or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery Delivery of the Underwritten Firm Shares and any Additional Shares may shall be made by credit in book-entry form through full fast transfer to the account at facilities of The Depository Trust Company to the account of the Underwriter designated by the RepresentativeUnderwriter.

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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Firm Share shall be $0.47125 [ ] per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Additional Option Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriters otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite such Underwriter’s the name of the Underwriters in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative Representatives, for the respective accounts of the Underwriters 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timeTime, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Representative so electsClosing Date, delivery the Company shall deliver the Firm Shares, which shall be registered in the name or names, and shall be in such denominations, as the Representatives may request on behalf of the Underwritten Shares and any Additional Shares may Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made by credit through full fast transfer to the account at The facilities of the Depository Trust Company designated by the RepresentativeCompany’s DWAC system.

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 Underwritten Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase the respective numbers of Underwritten Firm 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 Underwritten Firm Share shall be $0.47125 [●] per share (which for the avoidance of doubt equals 93 % of the per Firm Share public offering price (the “Per Share Initial Price”)). (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Option Shares and, upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters Underwriter shall have the right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Additional Option Shares at 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 by the Underwriter for the Option Shares shall be the Initial Price. This option may be exercised by the Underwriters Underwriter at any time (but not more than once) and from time to time on or before the thirtieth day thirty (30) days following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Rxxx Capital otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares . (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the Underwriters Rxxx Capital 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 Xxxx Rxxx Capital Partners, LLC, 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Representative so electsClosing Date, delivery of the Underwritten Company shall deliver the Firm Shares and any Additional Shares may be made by credit through full fast transfer to the account at The of Rxxx Capital, which delivery shall be made through the facilities of the Depository Trust Company designated by the Representativeunless Rxxx Capital shall otherwise instruct.

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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Firm Share shall be $0.47125 36.80 per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the Underwriters terms and conditions herein set forth, the Underwriter shall have the right right, severally and not jointly, to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $36.80 per share. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Purchased” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm 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 Xxxx Aegis Capital PartnersCorp., LLC800 Xxxxxxx Xxxxxx, 000 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representative so electsmay 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 Shares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system. (e) It is understood that 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 Underwritten purchase price for, the Firm Shares and any Additional Option Shares the Underwriters have agreed to purchase. The Representative, individually and not as the Representative of the Underwriters, may (but shall not be made obligated to) make payment for any Securities to be purchased by credit through full fast transfer to 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 at The Depository Trust Company designated by the Representativeof 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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Firm Share shall be $0.47125 1.2555 per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $1.2555 per share. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital Partners, LLCXxxxxxx & Company (UK) Ltd., 000 Xxx Xxxxxxxx Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representative so elects, delivery may request on behalf of the Underwritten Shares and any Additional Shares may 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 Shares, be made by credit through full fast transfer to the account at The facilities of the Depository Trust Company designated by the RepresentativeCompany’s DWAC system.

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 Underwritten Shares to the Underwriters, and the Underwriters agree, severally and not jointly, agree to purchase the respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price for each Underwritten Share shall be $0.47125 1.50 per share (the “Per Share Price”). (b) On The Company hereby grants to the Underwriters the option to purchase all or any portion of the Additional Shares and, upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters shall have the right to purchase all or any portion of the Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representative at any time (but not more than once) on or before the 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions). Payment of the purchase price for and delivery of the Additional Shares shall be made on at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. (c) The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Chardan Capital Partners, Markets LLC, 000 00 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxx Xxxxx, Xxxxxxx XxxxxXxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern time, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery Delivery of the Underwritten Shares and any or the Additional Shares may Shares, as applicable, shall be made by credit on the applicable Closing Date through full fast transfer to the account at The Depository Trust Company designated electronic DWAC facilities of Corporate Stock Transfer, Inc., and such Shares shall be registered in such name or names, and shall be in such denominations, as instructed by the 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 Underwritten Firm Shares to the Underwriters, and the Underwriters agree, severally and not jointly, agree to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Firm Share shall be $0.47125 _____________ per share (the “Per Share Purchase Price”). (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase all or any portion of the Additional Option Shares at the Per Share Purchase Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriters otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions). Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (c) below. (c) The Underwritten Firm Shares will be delivered by the Company to the Representative Underwriters, for the respective accounts of the Underwriters its account, 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timePDT, on the third (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Representative so electsClosing Date or any Option Closing Date, delivery the Company shall deliver the Firm Shares or the Option Shares, 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 account of the Underwritten Underwriters, which delivery shall (a) with respect to the Firm Shares and any Additional Shares may Option Shares, shall be made by credit through full fast transfer to the account at The facilities of the Depository Trust Company designated by the RepresentativeCompany’s DWAC system.

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 Underwritten Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointlyUnderwriter agrees, to purchase the respective numbers of Underwritten Firm Shares set forth opposite from the names of the Underwriters in Schedule I heretoCompany. The purchase price to be paid by the Underwriter to the Company for each Underwritten Share the Firm Shares shall be $0.47125 2.961 per share (the “Per Share Price”). (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 the Underwriter an option to purchase some or all of the Additional Shares Shares, and the Underwriters Underwriter shall have the right to purchase all or any portion of the Additional Shares at the price per share equal to the Per Share Price Price, as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Underwriter at any time (but not more than once) on or before the thirtieth (30th) 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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 Underwritten Shares Firm Shares, nor earlier than the first business day after the date on which the option shall have been exercised exercised, nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions)exercised. Payment of the purchase price for and delivery of the Additional Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (c) below. (c) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 7:00 a.m. Pacific pacific standard time, on the third (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery Delivery of the Underwritten Firm Shares and any Additional Shares may shall be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the RepresentativeUnderwriter.

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 Underwritten Shares to the Underwriters, and the Underwriters agree, severally and not jointly, agrees to purchase the respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price for each Underwritten Share shall be $0.47125 6.65 per share (the “Per Share Price”). (b) On The Company hereby grants to the Representative the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters Representative shall have the right to purchase all or any portion of the Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representative at any time (but not more than once) on or before the 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such If the Representative elects to purchase less than all of the Additional Shares shall be purchasedShares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Representative the number of shares of Underwritten Additional Shares set forth opposite specified in such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions)notice. Payment of the purchase price for and delivery of the Additional Shares shall be made on at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. (c) . For the purpose of expediting the checking of the certificate for the Additional Shares by the Representative, 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. The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital PartnersXxxxx Xxxxxx, Carret & Company, LLC, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxxx Xxxxx, Xxxxxxx XxxxxXxxx, XX 00000-0000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEST, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Representative. Certificates representing the Shares, in definitive form and in such denominations and registered in such names as the Underwriters may request upon at least two business days’ prior notice to the Company, will be made available for checking and packaging not later than 9:30 a.m. EST on the business day next preceding the Closing Date at the above addresses, or such other location as may be 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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Firm Share shall be $0.47125 ________- per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the Underwriters terms and conditions herein set forth, the Underwriter shall have the right right, severally and not jointly, to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $_______ per share. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Aegis Capital PartnersCorp., LLC800 Xxxxxxx Xxxxxx, 000 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representative so elects, delivery may request on behalf of the Underwritten Shares and any Additional Shares may 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 Shares, be made by credit through full fast transfer to the account at The facilities of the Depository Trust Company designated by the RepresentativeCompany’s DWAC system.

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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Firm Share shall be $0.47125 [*] per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the Underwriters terms and conditions herein set forth, the Underwriter shall have the right right, severally and not jointly, to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $[*] per share. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Purchased” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm 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 Xxxx Capital PartnersWestPark Capital, LLCInc., 000 Xxx Xxxxxxxx 1000 Xxxxxx xx xxx Xxxxx, Xxxxxxx XxxxxXxxxx 000, Xxx Xxxxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representative so electsmay 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 Shares, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian (“DWAC”) system. (e) It is understood that 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 Underwritten purchase price for, the Firm Shares and any Additional Option Shares the Underwriters have agreed to purchase. The 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 10% 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 120% 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 by credit through full fast transfer to on the account at The Depository Trust Company designated by Closing Date and shall be issued in the Representativename 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 and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm 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 Underwritten Firm Share shall be $0.47125 $ per share (the “Per Share Purchase Price”). (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase at the Purchase Price all or any portion of the Additional Option Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representatives, on behalf of the Underwriters, at any time (but not more than once) and from time to time on or before the 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor or earlier than the first 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 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 Representatives otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for the account of agrees to sell to each Underwriter in the same proportion as the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in the Option Notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price Purchase Price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the Underwriters Underwriters, against payment of the purchase price Purchase Price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timeTime, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Representative so electsClosing Date, delivery the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwritten Shares and any Additional Shares may Underwriters at least one business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall, with respect to the Firm Shares, be made by credit through full fast transfer the facilities of the Depository Trust Company’s DWAC system. (e) On the Closing Date, the Company shall issue to the account Underwriters (in the names and amounts as the Representatives may request on behalf of the Underwriters at The Depository Trust least one business day before the Closing Date), warrants (the “Initial Underwriter Warrants”), substantially in the form attached hereto as Exhibit A, for the purchase of an aggregate of 41,667 shares of Common Stock, registered in the name or names, and shall be in such denominations, as Xxxx may request at least one business day before the Closing Date. In the event that the Underwriters exercise the option to purchase some or all of the Option Shares, on each Option Closing Date, the Company designated by shall issue to the RepresentativeUnderwriters (in the names and amounts as the Representatives may request on behalf of the Underwriters at least one business day before such Option Closing Date), warrants (the “Option Underwriter Warrants,” and, together with the Initial Underwriter Warrants, the “Underwriter Warrants”), substantially in the form attached hereto as Exhibit A, to purchase that number of shares of Common Stock that is equal to 1.25 percent of the number of Option Shares being purchased on such Option Closing Date, which shall be registered in the name or names, and shall be in such denominations, as Xxxx may request at least one business day before the Option 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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to the Underwriters for each Underwritten Firm Share shall be $0.47125 1.222 per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $1.222 per share. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative Representative, for the respective accounts of the Underwriters 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 Xxxx Aegis Capital PartnersCorp., LLC800 Xxxxxxx Xxxxxx, 000 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxxxx XxxxxXxx Xxxx, XX Xxx Xxxx 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Firm Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representative so elects, delivery may request on behalf of the Underwritten Shares and any Additional Shares may Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made by credit through full fast transfer to the account at The facilities of the Depository Trust Company designated by the RepresentativeCompany’s DWAC system.

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 Underwritten Shares to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase the respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price for each 4,761,905 of the Underwritten Share Shares shall be $0.47125 1.9425 per share (and the “Per Share Price”)purchase price for 3,063,095 of the Underwritten Shares shall be $1.953 per share. (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Additional Shares and, upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters Underwriter shall have the right to purchase all or any portion of the Additional Shares at the Per Share Price $1.953 as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Underwriter at any time (but not more than once) on or before the 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions). Payment of the purchase price for and delivery of the Additional Shares shall be made on at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Underwriter, the Company agrees to make a form of such certificate available to the Underwriter for such purpose at least one full business day preceding the Option Closing Date. (c) The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timePST, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative Underwriter so elects, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the RepresentativeUnderwriter. Certificates representing the Shares, 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. PDT on the business day next preceding the Closing Date at the above addresses, or such other location as may be 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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm 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 Underwritten Share the Firm Shares shall be $0.47125 5.58 per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Additional Option Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for the account of agrees to sell to each Underwriter in the same proportion as the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative Representative, for the respective accounts of the Underwriters 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 Xxxx Rxxx Capital Partners, LLC, 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 7:30 a.m. Pacific timeTime, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Firm Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representative so electsmay 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 Shares, be made through the facilities of the Depository Trust Company’s DWAC system. (e) It is understood that 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 Underwritten purchase price for, the Firm Shares and any Additional Option Shares the Underwriters have agreed to purchase. The Representative, individually and not as the Representative of the Underwriters, may (but shall not be made obligated to) make payment for any Shares to be purchased by credit through full fast transfer 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, and on each Option Closing Date, as the case may be, the Company shall issue to the account Representative (and/or its designees), warrants (the “Underwriter Warrants”), in the form filed as an exhibit to the Registration Statement, for the purchase of an aggregate of 6% of the aggregate number of shares of Common Stock on such dates, respectively, 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 or Option Closing Date, as applicable. The Depository Trust Company designated by Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the shares of Common Stock underlying the Representative’s Warrants 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 Warrants, 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 (ii) a bona fide officer or partner of the Underwriters; 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 Underwritten Shares to the Underwriters, and the Underwriters agree, severally and not jointly, each Underwriter agrees to purchase the respective numbers of Underwritten Shares in the amounts set forth opposite the names of the Underwriters in on Schedule I A hereto. The purchase price for each Underwritten Share shall be $0.47125 12.00 per share (the “Per Share Price”). (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters Representative, on behalf of the Underwriters, the option to purchase some or all of the Additional Shares in the amounts set forth on Schedule A, and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase all or any portion of the Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters an Underwriter at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company (the “Option Notice”). The Underwriters will not be under any obligation to purchase any Additional Shares prior to the date of the Option Notice. The Option Notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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) with respect to the Underwritten Shares nor earlier than the first second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions). Payment of the purchase price for and delivery of the Additional Shares shall be made on at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. For the purpose of expediting the checking of the certificate for the Additional Shares by an Underwriter, 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. (c) The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Rxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx 20 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timePDT, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative Underwriter so elects, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the RepresentativeUnderwriter. Certificates representing the Shares, in definitive form and in such denominations and registered in such names as the Underwriter may request upon at least one 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 next preceding the Closing Date at the above addresses, or such other location as may be 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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to the Underwriters for each Underwritten Firm Share shall be $0.47125 7.254 per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $7.254 per share. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriters otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative Representative, for the respective accounts of the Underwriters 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 Xxxx Aegis Capital PartnersCorp., LLC800 Xxxxxxx Xxxxxx, 000 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representative so elects, delivery may request on behalf of the Underwritten Shares and any Additional Shares may Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made by credit through full fast transfer to the account at The facilities of the Depository Trust Company designated by the RepresentativeCompany’s DWAC system.

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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Firm Share shall be $0.47125 $ per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase all or any portion of the Additional Option Shares at 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 by the Underwriters for the Option Shares shall be $[ ] per share. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital Partners, LLCXxxxxxx & Company (UK) Ltd., 000 Xxx Xxxxxxxx Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representative so elects, delivery may request on behalf of the Underwritten Shares and any Additional Shares may 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 Shares, be made by credit through full fast transfer to the account at The facilities of the Depository Trust Company designated by the RepresentativeCompany’s DWAC system.

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 Underwritten Firm Shares to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I heretoFirm Shares. The purchase price to be paid by the Underwriters to the Company for each Underwritten Share the Firm Shares shall be $0.47125 2.303 per share (the “Per Share Price”). (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 the an option to purchase some or all of the Additional Shares Shares, and the Underwriters shall have the right to purchase all or any portion of the Additional Shares at the price per share equal to the Per Share Price Price, as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by upon one (1) business day written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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 Underwriters otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Underwritten Shares Firm Shares, nor earlier than the first business day after the date on which the option shall have been exercised exercised, nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions)exercised. Payment of the purchase price for and delivery of the Additional Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (c) below. (c) The Underwritten Firm Shares will be delivered by the Company to the Representative Underwriters, for the their respective accounts of the Underwriters accounts, against payment of the purchase price therefor by wire transfer of same day immediately available funds payable to the order of the Company at the offices of Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptableCompany, at 6:00 10:30 a.m. Pacific timeEST on December 14, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof2020, or at such other time and date as the Representative Underwriters and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Actmay agree in writing, or, in the case of the Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery Delivery of the Underwritten Firm Shares and any Additional Shares may shall be made by credit in book-entry form through full fast transfer to the account at facilities of The Depository Trust Company to the account designated by the Representativerespective Underwriter.

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 Underwritten Firm Shares and Firm Warrants to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase the respective numbers of Underwritten Firm 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 Underwritten Share the Firm Shares and the Firm Warrants shall be shall be $0.47125 2.256 per share (the “Per Share Price”)and related Warrant. (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Option Shares and/or the Option Warrants and, upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters Underwriter shall have the right to purchase all or any portion of the Additional Option Shares at and/or the Per Share Price 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 Underwriter for the Option Shares shall be $2.2466 per share and the purchase price to be paid by the Underwriter for the Option Warrants shall be $0.0094 per each Option Warrant. This option may be exercised by the Underwriters Underwriter at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Additional Option Shares and/or 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares . (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares and/or the Option Warrants shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares and the Firm Warrants, as applicable, as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares and the Firm Warrants will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timeTime, on the third date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Underwritten Firm Shares 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 fourth) full business day following the date hereofspecified therein), 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 Additional SharesOption Shares and/or Option Warrants, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Firm Shares, as applicable, and the Firm Warrants is referred to herein as the “Closing Date.” If On the Representative so electsClosing Date, delivery the Company shall deliver the Firm Shares and the Firm Warrants, which shall be registered in the name or names and shall be in such denominations as the Underwriter may request at least one (1) business day before the Closing Date, to the accounts of the Underwritten Shares Underwriter, which delivery shall (a) with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system and any Additional Shares may (b) with respect to the Firm Warrants, be made by credit through full fast transfer physical delivery to be received or directed by the Underwriter no later than one (1) business day following the Closing Date. (e) On the Closing Date, and on each Option Closing Date, as the case may be, the Company shall issue to the account Underwriter (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 1% 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 Underwriter may request at The Depository Trust Company designated by least one (1) business day before the RepresentativeClosing Date or Option Closing Date, as applicable.

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 Underwritten Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names name of the Underwriters Underwriter in Schedule I hereto. The purchase price for each Underwritten Firm Share shall be $0.47125 13.16 per share (the “Per Share Price”)share. (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Option Shares and, upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters Underwriter shall have the right to purchase all or any portion of the Additional Option Shares at 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 by the Underwriter for the Option Shares shall be $13.16 per share. This option may be exercised by the Underwriters Underwriter at any time (but not more than once) and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchasedIf the Underwriter elects to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timeTime, on the third (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Firm Shares, as applicable, is referred to herein as the “Closing Date.” If On the Representative so electsClosing Date, delivery the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Underwriter may request at least one (1) business day before the Closing Date, to the accounts of the Underwritten Shares and any Additional Shares may Underwriter, which delivery shall with respect to the Firm Shares, be made by credit through full fast transfer to the account at The facilities of the Depository Trust Company designated by the RepresentativeCompany’s DWAC system.

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 Underwritten Firm Shares to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase the respective numbers of Underwritten Firm 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 Underwritten Firm Share shall be $0.47125 [•] per share (which for the avoidance of doubt equals 92% of the per Firm Share public offering price (the “Per Share Initial Price”)). (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Option Shares and, upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters Underwriter shall have the right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Additional Option Shares at 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 by the Underwriter for the Option Shares shall be the Initial Price. This option may be exercised by the Underwriters Underwriter at any time (but not more than once) and from time to time on or before the thirtieth day thirty (30) days following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business ​ ​ day after the date on which the option shall have been exercised unless the Company and the Representative Xxxx Capital otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares . (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative for the respective accounts of the Underwriters Xxxx Capital 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific timeEastern Time, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Representative so electsClosing Date, delivery of the Underwritten Company shall deliver the Firm Shares and any Additional Shares may be made by credit through full fast transfer to the account at The of Xxxx Capital, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system unless Xxxx Capital shall otherwise instruct. (e) On the Closing Date and on each Option Closing Date, if any, the Company designated by shall issue to the RepresentativeUnderwriter (and/or its designees), a warrant (any and all such warrants, collectively, the “Underwriter Warrant”), in form and substance acceptable to the Underwriter, for the purchase of an amount of shares of Common Stock equaling 8% of the Shares sold on such Closing Date or Option Closing Date, as applicable, which shall be registered in the name or names and shall be in such denominations as the Underwriter may request at least one (1) business day before the Closing Date or Option Closing Date, as applicable.

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 Underwritten Shares to the Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase the respective numbers number of Underwritten Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule I hereto. The purchase price for each Underwritten Share shall be $0.47125 0.651 per share (the “"Per Share Price”"). (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase purchase, severally and not jointly, all or any portion of the Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The number of Additional Shares to be purchased by each Underwriter shall be the same percentage (as adjusted by the Representative to eliminate fractional shares) of the total number of Additional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Underwritten Shares. This option may be exercised by the Underwriters Representative at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice from the Representative to the Company (the “"Option Notice”"). The Option Notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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 Firm Closing Date (as defined below) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions). Payment of the purchase price for and delivery of the Additional Shares shall be made on at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. (c) The Underwritten Shares will be delivered by the Company to the Representative for the respective accounts of the 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timePST, on the third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “"Firm Closing Date" and each of the Firm Closing Date and the Option Closing Date, is sometimes referred to herein as a "Closing Date.” " If the Representative so elects, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Representative. (d) On each Closing Date, the Company shall issue to the Underwriters (and/or their respective designees) warrants (each an "Underwriter Warrant" and, collectively, the "Underwriter Warrants"), in the form attached hereto as Schedule IV, for the purchase of (i) in the case of the Underwriter Warrants issuable on the Firm Closing Date, an aggregate of 1,120,000 shares of Common Stock, and (ii) in the case of the Underwriter Warrants issuable on the Option Closing Date, a number of shares of Common Stock equal to 10% of the Additional Shares purchased by the Underwriters on the Option Closing Date. The number of Underwriter Warrants shall be allocated among the Underwriters in proportion to the number of Shares underwritten by each Underwriter as set forth on Schedule I hereto.

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 Underwritten Firm Shares to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective numbers of Underwritten the Firm 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 Underwritten Share the Firm Shares shall be $0.47125 3.76 per share (the “Per Share Price”). (b) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the an option to purchase some or all of the Additional Shares Shares, and the Underwriters shall have the right to purchase purchase, severally and not jointly, all or any portion of the Additional Shares at the price per share equal to the Per Share Price Price, as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The number of Additional Shares to be purchased by each Underwriter shall be the same percentage (as adjusted by the Representative to eliminate fractions) of the total number of Additional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. This option may be exercised by the Underwriters Representative at any time (but not more than once) on or before the thirtieth (30th) 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 Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares 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 Underwritten Shares Firm Shares, nor earlier than the first business day after the date on which the option shall have been exercised exercised, nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions)exercised. Payment of the purchase price for and delivery of the Additional Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (c) below. (c) The Underwritten Firm 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 7:30 a.m. Pacific pacific standard time, on the third (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the 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 Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery Delivery of the Underwritten Firm Shares and any Additional Shares may shall be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the 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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm 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 Underwritten Share the Firm Shares shall be $0.47125 [●] per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Additional Option Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth 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 Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for the account of agrees to sell to each Underwriter in the same proportion as the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares, as applicable, set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative Representative, for the respective accounts of the Underwriters 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 Xxxx Rxxx Capital Partners, LLC, 000 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 7:30 a.m. Pacific timeTime, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Shares or the Additional Firm Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representative so electsmay 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 Shares, be made through the facilities of the Depository Trust Company’s DWAC system. (e) It is understood that 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 Underwritten purchase price for, the Firm Shares and any Additional Option Shares the Underwriters have agreed to purchase. The Representative, individually and not as the Representative of the Underwriters, may (but shall not be made obligated to) make payment for any Shares to be purchased by credit through full fast transfer 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, and on each Option Closing Date, as the case may be, the Company shall issue to the account Representative (and/or its designees), warrants (the “Underwriter Warrants”), in the form filed as an exhibit to the Registration Statement, for the purchase of an aggregate of 10% of the aggregate number of shares of Common Stock on such dates, respectively, 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 or Option Closing Date, as applicable. The Depository Trust Company designated by Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the shares of Common Stock underlying the Representative’s Warrants 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 Warrants, 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 (ii) a bona fide officer or partner of the Underwriters; 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 Underwritten Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the respective numbers of Underwritten Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Underwritten Firm Share shall be $0.47125 5.208 per share (the “Per Share Price”)share. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right right, severally and not jointly, to purchase at the purchase price set forth in Section 5(a) all or any portion of the Additional Option Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time (but not more than once) and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriters otherwise agree. Such Additional Shares shall be purchasedIf the Underwriters elect to purchase less than all of the Option Shares, severally and not jointly, from the Company for agrees to sell to the account of each Underwriter in the same proportion as Underwriters the number of shares Option Shares obtained by multiplying the number of Underwritten Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite such Underwriter’s the name of the Underwriter in Schedule I bears hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of shares of Underwritten Shares Option Shares. (subject to adjustment by the Underwriters to eliminate fractions). c) Payment of the purchase price for and delivery of the Additional Option Shares shall be made on the an Option Closing Date in the same manner and at the same office as the payment for the Underwritten Firm Shares as set forth in subparagraph (cd) below. (cd) The Underwritten Firm Shares will be delivered by the Company to the Representative Representative, for the respective accounts of the Underwriters 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 Xxxx Capital Partners, LLC, 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific timeTime, on the third second (or if the Underwritten Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) 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 Additional Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Underwritten Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If On the Closing Date, the Company shall deliver the Firm Shares which shall be registered in the name or names and shall be in such denominations as the Representative so elects, delivery may request on behalf of the Underwritten Shares and any Additional Shares may Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made by credit through full fast transfer the facilities of the Depository Trust Company’s DWAC system. (e) On the Closing Date, the Company shall issue to the account at The Depository Trust Company designated by Representative (and/or its designees), warrants (the “Underwriter Warrants”), in form and substance acceptable to the Representative, for the purchase of an aggregate of 80,000 shares of Class A Common Stock of the Company, 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 Underwritten Shares to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase the respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price for each Underwritten Share shall be $0.47125 _______ per share (the “Per Share Price”). (b) On The Company hereby grants to the Underwriter the option to purchase some or all of the Over-Allotment Shares and, upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Additional Shares and the Underwriters Underwriter shall have the right to purchase all or any portion of the Additional Over-Allotment Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option The Over-Allotment may be exercised by the Underwriters Underwriter at any time (but not more than once) on or before the thirtieth day following times after the date hereof, hereof by written notice to the Company (the “Option Notice”)) so long as the Option Notice is given not later than 45 days following the date of the Prospectus. The Option Notice shall set forth the aggregate number of Additional Over-Allotment Shares as to which the option is being exercised, and the date and time when the Additional Shares 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) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representative Underwriter otherwise agree. Such Additional Shares shall be purchased, severally and not jointly, from the Company for the account of each Underwriter in the same proportion as the number of shares of Underwritten Shares set forth opposite such Underwriter’s name in Schedule I bears to the total number of shares of Underwritten Shares (subject to adjustment by the Underwriters to eliminate fractions). Payment of the purchase price for and delivery of the Additional Shares shall be made on the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Shares as set forth in subparagraph (c) below. (c) The Underwritten Payment for the Shares will that the Underwriter agrees to purchase hereunder shall be delivered by made to the Company to the Representative for the respective accounts of the Underwriters against payment of the purchase price therefor by wire transfer of same day immediately available funds payable to the order of bank account designated by the Company at the offices of Xxxx Capital Partners9:00 a.m., LLCEastern Standard Time, 000 Xxx Xxxxxxxx Xxxxxon ______ __, Xxxxxxx Xxxxx, XX 000002011, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific the time, on date (not later than seven full business days thereafter) and place agreed upon by the third Underwriter and the Company, against delivery to the Underwriter of the Shares in the form of certificates for the securities comprising the Shares or through the electronic DWAC facilities of the Company’s transfer agent. The date and time of this payment and delivery are sometimes referred to below as the “Closing Date.” (d) The certificates for the Shares shall be registered in the name or if names and shall be in the Underwritten Shares are priced, as contemplated by Rule 15c6-1(c) under denominations the Exchange Act, after 4:30 p.m. Eastern time, the fourth) Underwriter shall designate at least one full business day following prior to the date hereofClosing Date, or in the case of the Shares, and at such other time and date as the Representative and the Company determine pursuant least one full business day prior to Rule 15c6-1(a) under the Exchange Act, orany Additional Closing Date, in the case of the Additional Shares. The Company agrees to cause certificates for the Shares to be delivered pursuant to this Agreement at your offices, at such date and time set forth in the Option Notice. The time and date offices of delivery of the Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” If the Representative so elects, delivery of the Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company Company, New York, New York, or at such other places as may be designated by the RepresentativeUnderwriter, and to be made available for checking and packaging at one of the above offices or such other places as may be designated by the Underwriter at least one full business day prior to the Closing Date in the case of the Shares, and at least one full business day prior to any Option Closing Date, in the case of the Over-Allotment Shares.