Common use of Securities Law Filings Clause in Contracts

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration No. 333-267211), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act, of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Shares, and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed the Registration Statement with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration No. 333-267211), and any amendment or amendments thereto, and including any related preliminary prospectusesprospectus (the “Preliminary Prospectus”) and including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement, for the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act, and the rules and regulations of the Commission under the Securities Act (the “Regulations”). The conditions for use of Form S-1 to register the Offering under the Securities Act, as set forth in the General Instructions to such form, have been satisfied in all material respects. Except as the context may otherwise require, such Registration Statement on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the SharesEffective Date pursuant to paragraph (b) of Rule 430A of the Regulations), which registration statement, is included within the definition of “Registration Statement” as so amended (including post-effective amendments, if any) became effective on September 13, 2023used herein. At the time of such filingAs used herein, the Company met term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before it becomes effective, any prospectus filed with the requirements of Form S-3 Commission pursuant to Rule 424(a) under the Securities Act. Such registration statement meets , and the requirements set forth prospectus included in the Registration Statement at the time of its effectiveness that omits information pursuant to Rule 415(a)(1)(x) 430 under the Securities Act Act, and complies with said Rule. The Company will file with the Commission term “Prospectus” means the prospectus in the form first filed pursuant to Rule 424(b) under the Securities Act, and . If the rules and regulations Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rules and RegulationsRule 462 Registration Statement”) of the Commission promulgated thereunder), a supplement then any reference herein to the form of prospectus included in such registration statement relating to the placement of the Shares, and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the term “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to include such Rule 462 Registration Statement. The terms Preliminary Prospectus” and “Prospectus” shall include the documents documents, if any, incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Acttherein.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement the Registration Statement on such Form S-3 (Registration File No. 333-267211208910), and amendments theretowhich has become effective on March 22, and related preliminary prospectuses2016, for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities ActSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Securities and the plan of distribution thereof and has advised the Placement Agent of all further material information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus Supplement.” Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"), and has prepared and filed with the U.S. Securities and Exchange Commission (the “"Commission”") a registration statement on such Form S-3 (Registration File No. 333-26721174906), and amendments theretowhich has become effective as of December 20, and related preliminary prospectuses2001, for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Shares and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “"Registration Statement”"; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “"Base Prospectus”"; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “a "Prospectus Supplement.” ". Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “"Incorporated Documents”") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “amend,” “amendment” "Amend", "Amendment" or “supplement” "Supplement" with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “"contained,” “", "included,” “described,” “referenced,” “set forth” " or “"stated” " in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (Registration File No. 333-267211), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act, of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x265641) under the Securities Act and complies with said Rulethe rules and regulations of the Commission (the “Rules and Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the time of the Effective Date, the Registration Statement and amendments met the requirements of Form S-1 under the Securities Act. The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of final prospectus included in such registration statement relating to the placement of the Shares, Offering and the plan of distribution underwriting thereof and has advised the Placement Agent Representative of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including all financial statements and the notes thereto, exhibits theretoand financial schedules contained in the registration statement and including any required documents and information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, as amended or supplemented at the date of this Agreement, is hereinafter called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”; ), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The preliminary prospectus dated June 15, 2022 included in the Registration Statement or filed with the Commission under the Securities Act is hereinafter called a “Preliminary Prospectus.” “Pricing Disclosure Package” means the Preliminary Prospectus, as amended or supplemented immediately prior to the Effective Time, together with the pricing information set forth on Schedule 2-A hereto. As used herein, the term “Prospectus” shall mean the prospectus in the form in which it appears in first used by the Registration Statement is hereinafter called Underwriters to confirm sales of the “Base Prospectus”; and the supplemented form of prospectus, Public Securities or in the form in which it will be filed with first made available to the Commission Underwriters by the Company to meet requests of purchasers pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed 173 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, any Preliminary Prospectus, the Base Prospectus Pricing Disclosure Package or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which that is or is deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Base Prospectus Pricing Disclosure Package or the Prospectus SupplementProspectus, as the case may be. No stop order suspending the effectiveness of the The Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to declared effective on the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Actdate hereof.

Securities Law Filings. The On November 11, 2022, the Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (Registration File No. 333-267211), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act, of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x268318) under the Securities Act and complies with said Rule. The Company will file with of 1933, as amended (the Commission pursuant to Rule 424(b) under the “Securities Act, ”) and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder. At the time of such filing, a supplement the Company met the requirements of Form S-1 under the Securities Act. The Company will file with the Commission pursuant to Rules 430A and 424(b) under the form of Securities Act, not more than 15 days after the Registration Statement is declared effective, an initial final prospectus included in such registration statement relating to the placement offering of the Shares, Shares and the plan of distribution thereof and has advised the Placement Selling Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement as amended at the date of this Agreement is hereinafter called the “Base Prospectus”; and the amended or supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule Rules 430A and 424(b) (including the Base Prospectus as so amended or supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration file No. 333-267211128334), and amendments theretowhich became effective on October 11, and related preliminary prospectuses2005, for the registration under the Securities Act of 1933, as amended (the “Act, ”) of the Shares, which . On the date of the filing of such registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets complies in all material respects with the requirements set forth in Rule 415(a)(1)(x) under of the Securities Act and complies with said RuleAct. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Shares and the plan of distribution thereof and the Company has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the each supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus Supplement.” Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the a Prospectus Supplement shall be deemed to refer to and include the documents documents, if any, which may be incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the any Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the a Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the any Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Statement or the any Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the such Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (Registration S-3, File No. 333-267211211472, including a base prospectus (the “Base Prospectus”) to be used in connection with the offering and sale of the Shares, Preferred Stock and Conversion Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and amendments thereto, and related preliminary prospectuses, for any information deemed to be a part thereof at the registration time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, of is called the Shares, which “Registration Statement.” Any registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, statement filed by the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in pursuant to Rule 415(a)(1)(x462(b) under the Securities Act in connection with the offer and complies with said Rulesale of the Shares, Preferred Stock and Conversion Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Following the determination of pricing among the Company and the Investors, the Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a prospectus supplement to the form of prospectus included in such registration statement Base Prospectus relating to the placement terms of the Shares, Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and has advised will advise the Placement Agent Agents of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including References herein to the exhibits thereto, as amended at Prospectus shall refer to both the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; Prospectus Supplement and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” components of such prospectus. Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 ), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplementat any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on such Form S-3 (Registration File No. 333-267211143454), and amendments theretowhich became effective on July 16, and related preliminary prospectuses2007 at 5:00 P.M., for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities ActSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said RuleRule and the Act. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the placement offering of the Shares, Securities and the plan of distribution thereof and the Company has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus the prospectus, in the form in which it appears in the Registration Statement Statement, is hereinafter called the “Base Prospectus”; and the each supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) ), is hereinafter called the a “Prospectus Supplement.” Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the a Prospectus Supplement shall be deemed to refer to and include the documents documents, if any, which may be incorporated by reference therein in the Registration Statement, the Base Prospectus and any Prospectus Supplement (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 and which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the any Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the a Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the any Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Statement or the any Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the such Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement the Registration Statement, which became effective on Form S-3 (Registration No. 333-267211)August 28, and amendments thereto, and related preliminary prospectuses2009, for the registration under the Securities Act of 1933, as amended (the “Act”), of the Shares, . On the date of the filing of the Registration Statement and the date on which registration statement, as so amended (including post-effective amendments, if any) the Registration Statement became effective on September 13, 2023. At the time of such filingeffective, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement the Registration Statement relating to the a placement of the Shares, Shares and the plan of distribution thereof and the Company has advised the Placement Agent of all further material information (financial and other) with respect to the Company required to be set forth therein. Such registration statementprospectus, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement Statement, is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) ), is hereinafter called the a “Prospectus Supplement.” Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this AgreementAgreement and prior to the time of the Closing (as defined below), or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Commission in conformity in all material respects with the Securities and Exchange Commission Act of 1933, as amended (the “CommissionSecurities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder a “shelf” registration statement on Form S-3 (Registration File No. 333-267211171266), which was filed on December 17, 2010 and amendments theretoamended on January 4, 2011 and related preliminary prospectusesdeclared effective on January 6, 2011 (the “Effective Date”), including a base prospectus dated January 6, 2011 (the “Base Prospectus”), for the registration under the Securities Act, of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets Prior to the requirements set forth in execution and delivery of this Agreement, on December 12, 2013, the Company filed with the Commission pursuant to Rule 415(a)(1)(x424(b) under the Securities Act and complies with said Rulethe Rules and Regulations a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) relating to the proposed terms of the Offering and of the Shares and the plan of distribution thereof. The Following the execution and delivery of this Agreement, the Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, Act and the rules Rules and regulations Regulations a final prospectus supplement (the “Rules and RegulationsFinal Prospectus Supplement”) setting forth the actual terms of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement Offering and of the Shares, Shares and the plan of distribution thereof and has advised will advise the Placement Agent Underwriter of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, at any given time, including the exhibits theretoand any schedules thereto filed at such time, as amended to such time, and the documents incorporated by reference therein at such time and the date of this Agreementdocuments and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations, is hereinafter called the “Registration Statement”” and, if an additional registration statement increasing the size of the Offering is filed by the Company pursuant to Rule 462(b) under the Securities Act, the term “Registration Statement” shall be deemed to include such additional registration statement filed pursuant to Rule 462(b); such prospectus in the form in which it appears in the Registration Statement at the Effective Date is hereinafter called the “Base Prospectus”; and the amended or supplemented form forms of prospectus, in both the form in which the Preliminary Prospectus Supplement was filed with the Commission pursuant to Rule 462(b) and in the form in which it the Final Prospectus Supplement will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so amended or supplemented) is hereinafter called the “Prospectus Supplement.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 ), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplementat any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Original Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No “Applicable Time” means 8:00 a.m. on December 13, 2013. The Company has not received any written notice that the Commission has issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no or intends to commence a proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Actpurpose.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement the Registration Statement on such Form S-3 (Registration File No. 333-267211103624), and amendments theretowhich became effective in March, and related preliminary prospectuses2003, for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities ActSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Securities and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus Supplement.” Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement the Registration Statement on such Form S-3 (Registration File No. 333-267211129275), and amendments theretowhich became effective on November 16, and related preliminary prospectuses2005, for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said such Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Shares and the plan of distribution thereof and has advised the Placement Agent Agents of all further material information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (Registration File No. 333-267211333-[●]), and amendments theretoregistering the Securities, the Underwriter Warrants, and related preliminary prospectuses, for the registration shares of Common Stock underlying the Underwriter Warrants under the Securities Act, of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of the Effective Date, such filingregistration statement, the Company met as amended, conformed with the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rulethe applicable Rules and Regulations (as defined in Section 2.12 hereof). The Company will file with the Commission Commission, pursuant to Rule Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of final prospectus included in such registration statement relating to the placement of the Shares, Offering and the plan of distribution underwriting thereof and has advised the Placement Agent Representative of all further information (financial and other) with respect to the Company required to be set forth therein. Such “Registration Statement” means the registration statement described above, as amended or supplemented, including all financial statements and the notes thereto, exhibits and financial schedules contained in the registration statement, and including the exhibits thereto, as amended any required documents and information deemed to be a part thereof at the date time of this Agreement, is hereinafter called effectiveness pursuant to Rule 430A under the Securities Act. If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”; such prospectus in ), then any reference herein to the form in which it appears in the term Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be shall include such Rule 462 Registration Statement. Any preliminary prospectus filed with the Commission pursuant to Rule 424(b) (including and included in the Base Prospectus as so supplemented) Registration Statement prior to the Effective Date is hereinafter called the a “Prospectus SupplementPreliminary Prospectus.” Any reference “Pricing Disclosure Package” means the Preliminary Prospectus, as amended, together with the pricing information set forth on Schedule 4 hereto. As used herein, the term “Prospectus” shall mean the prospectus in this Agreement the form first used by the Underwriters to confirm sales of the Securities or in the form first made available to the Registration Statement, Underwriters by the Base Prospectus or the Prospectus Supplement shall be deemed Company to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) meet requests of purchasers pursuant to Item 12 of Form S-3 which were filed Rule 173 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, any Preliminary Prospectus, the Base Prospectus Pricing Disclosure Package or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which that is or is deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Base Prospectus Pricing Disclosure Package or the Prospectus SupplementProspectus, as the case may be. No stop order suspending the effectiveness of the The Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to declared effective on the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Actdate hereof.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"), and has prepared and filed with the U.S. Securities and Exchange Commission (the “"Commission”") a registration statement the Registration Statement on such Form S-3 (Registration File No. 333-26721133078), and amendments theretowhich became effective April 7, and related preliminary prospectuses2000, for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities ActSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Securities and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “"Registration Statement”"; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “"Base Prospectus”"; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “a "Prospectus Supplement.” " Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “"Incorporated Documents”") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “"contained,” “" "included,” “described,” “referenced,” “set forth” " or “"stated” " in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration No. 333-267211), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act, of the Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares, and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 F-1 (Registration File No. 333-267211), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act, of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x333- 261123) under the Securities Act and complies with said Rulethe rules and regulations of the Commission (the “Rules and Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the time of the Effective Date, the Registration Statement and amendments met the requirements of Form F-1 under the Securities Act. The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of final prospectus included in such registration statement relating to the placement of the Shares, Offering and the plan of distribution underwriting thereof and has advised the Placement Agent Representative of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”; ), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The preliminary prospectus dated November 16, 2021 included in the Registration Statement or filed with the Commission under the Securities Act is hereinafter called a “Preliminary Prospectus.” “Pricing Disclosure Package” means the Preliminary Prospectus, as amended or supplemented immediately prior to the Effective Time, together with the free writing prospectuses, if any, identified on Schedule 2-B hereto and the pricing information set forth on Schedule 2-A hereto. As used herein, the term “Prospectus” shall mean the prospectus in the form in which it appears in first used by the Registration Statement is hereinafter called Underwriters to confirm sales of the “Base Prospectus”; and the supplemented form of prospectus, Public Securities or in the form in which it will be filed with first made available to the Commission Underwriters by the Company to meet requests of purchasers pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed 173 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, any Preliminary Prospectus, the Base Prospectus Pricing Disclosure Package or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which that is or is deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Base Prospectus Pricing Disclosure Package or the Prospectus SupplementProspectus, as the case may be. No stop order suspending the effectiveness of the The Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to declared effective on the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Actdate hereof.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 the Registration Statement under the Securities Act of 1933, as amended (Registration No. 333-267211the “Securities Act”), and amendments theretowhich was filed on July 8, 2015, and related preliminary prospectusesdeclared effective on July 20, 2015 at 4:00 p.m. Eastern Time for the registration under the Securities Act, of certain securities of the SharesCompany, which registration statementincluding the Shares being sold hereby and certain of the Series B Warrants, as so amended (but not including post-effective amendments, if any) became effective on September 13, 2023the other Warrants or the shares of Common Stock underlying the other Warrants. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets Following the requirements set forth in Rule 415(a)(1)(x) under determination of pricing among the Securities Act Company and complies with said Rule. The the prospective Investors introduced to the Company by the Placement Agent, the Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a prospectus supplement to the form of prospectus included in such registration statement relating to the placement terms of the Shares, Public Offering and of the Shares and the plan of distribution thereof and has advised will advise the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, at any given time, including any information contained in a Prospectus Supplement (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act and including the exhibits theretothereto filed at such time, as amended at such time, is hereinafter called the “Registration Statement”; the prospectus which is included in the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the amended or supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so amended or supplemented) is hereinafter called the “Prospectus Supplement.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 ), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplementat any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Original Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no or intends to commence a proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Actpurpose.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-267211146836), and amendments theretowhich became effective on November 6, and related preliminary prospectuses2007, for to be used in connection with the registration under the Securities Act, sale of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said RuleRule and the Act. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the placement offering of the Shares, Shares and the plan of distribution thereof and Company has advised the Placement Agent Underwriters of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus ” and the prospectus, in the form in which it appears in the Registration Statement Statement, is hereinafter called the “Base Prospectus”; and .” Any registration statement filed by the supplemented form of prospectus, in the form in which it will be filed with the Commission Company pursuant to Rule 424(b462(b) (including under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus supplement to the Base Prospectus that describes the Shares and the offering thereof and is used prior to filing of the Final Prospectus (as so supplementeddefined herein) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statementcalled, together with the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the Prospectus, a “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (Registration File No. 333-267211), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act, of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x264894) under the Securities Act and complies with said Rulethe rules and regulations of the Commission (the “Rules and Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the time of the Effective Date, the Registration Statement and amendments met the requirements of Form S-1 under the Securities Act. The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of final prospectus included in such registration statement relating to the placement of the Shares, Offering and the plan of distribution underwriting thereof and has advised the Placement Agent Representative of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”; ), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The preliminary prospectus dated [_____] [__], 2022 included in the Registration Statement or filed with the Commission under the Securities Act is hereinafter called a “Preliminary Prospectus.” “Pricing Disclosure Package” means the Preliminary Prospectus, as amended or supplemented immediately prior to the Effective Time, together with the free writing prospectuses, if any, identified on Schedule 2-B hereto and the pricing information set forth on Schedule 2-A hereto. As used herein, the term “Prospectus” shall mean the prospectus in the form in which it appears in first used by the Registration Statement is hereinafter called Underwriters to confirm sales of the “Base Prospectus”; and the supplemented form of prospectus, Public Securities or in the form in which it will be filed with first made available to the Commission Underwriters by the Company to meet requests of purchasers pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed 173 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, any Preliminary Prospectus, the Base Prospectus Pricing Disclosure Package or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which that is or is deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Base Prospectus Pricing Disclosure Package or the Prospectus SupplementProspectus, as the case may be. No stop order suspending the effectiveness of the The Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to declared effective on the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Actdate hereof.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"), and has prepared and filed with the U.S. Securities and Exchange Commission (the “"Commission”") a registration statement the Registration Statement on such Form S-3 (Registration File No. 333-267211100557), and amendments theretowhich became effective April 28, and related preliminary prospectuses2003, for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities ActSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Securities and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “"Registration Statement”"; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “"Base Prospectus”"; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “a "Prospectus Supplement.” " Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “"Incorporated Documents”") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “"contained,” “" "included,” “described,” “referenced,” “set forth” " or “"stated” " in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement the Registration Statement on such Form S-3 (Registration File No. 333-26721174976), and amendments theretowhich has become effective on October 16, and related preliminary prospectuses2002, for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities ActSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Securities and the plan of distribution thereof and has advised the Placement Agent of all further material information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus Supplement.” Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"), and has prepared and filed with the U.S. Securities and Exchange Commission (the “"Commission”") a registration statement on such Form S-3 (Registration File No. 333-26721184090), and amendments theretowhich became effective as of March 15, and related preliminary prospectuses2002, for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Shares and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “"Registration Statement”"; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “"Base Prospectus”"; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “a "Prospectus Supplement.” " Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “"Incorporated Documents”") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “"contained,” “" "included,” “" "described,” “referenced,” “set forth” " or “"stated” " in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"), and has prepared and filed with the U.S. Securities and Exchange Commission (the “"Commission”") a registration statement the Registration Statement on such Form S-3 (Registration File No. 333-267211109583), and amendments theretowhich became effective November 14, and related preliminary prospectuses2003, for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities ActSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Securities and the plan of distribution thereof and has advised the Placement Agent Agents of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “"Registration Statement”"; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “"Base Prospectus”"; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “a "Prospectus Supplement.” " Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “"Incorporated Documents”") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “"contained,” “" "included,” “described,” “referenced,” “set forth” " or “"stated” " in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (Registration S-3, File No. 333-267211211472, including a base prospectus (the “Base Prospectus”) to be used in connection with the offering and sale of the Shares, Preferred Stock and Conversion Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and amendments thereto, and related preliminary prospectuses, for any information deemed to be a part thereof at the registration time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, of is called the Shares, which “Registration Statement.” Any registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, statement filed by the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in pursuant to Rule 415(a)(1)(x462(b) under the Securities Act in connection with the offer and complies with said Rulesale of the Shares, Preferred Stock and Conversion Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Following the determination of pricing among the Company and the Investors, the Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a prospectus supplement to the form of prospectus included in such registration statement Base Prospectus relating to the placement terms of the Shares, Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and has advised will advise the Placement Agent Agents of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including References herein to the exhibits thereto, as amended at Prospectus shall refer to both the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; Prospectus Supplement and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” components of such prospectus. Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 ), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplementat any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.(b)

Securities Law Filings. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement the Registration Statement on such Form S-3 (Registration File No. 333-267211230503), and amendments theretowhich has become effective on April 11, and related preliminary prospectuses2019, for the registration under the Securities Act, Act of the Shares, which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13, 2023. At the time of such filing, the Company met the requirements of Form S-3 under the Securities ActSecurities. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies in all other material respects with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, Act a supplement to the form of prospectus included in such registration statement relating to the a placement of the Shares, Securities and the plan of distribution thereof and has advised the Placement Agent of all further material information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the a “Prospectus Supplement.” Any reference in this Agreement herein to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Statement or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 F-3, as amended (Registration No. 333-267211265998), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, Securities which registration statement, as so amended (including post-effective amendments, if any) became effective on September 13July 18, 20232022. At the time of such filing, the Company met the requirements of Form S-3 F-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of base prospectus included in such registration statement relating to the placement of the Shares, Securities and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; ;” such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; ;” and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 6 of Form S-3 F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectusfree writing prospectus” has the meaning set forth in Rule 405 under the Securities ActAct and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement, including any documents incorporated by reference therein.