Common use of Securities Law Filings Clause in Contracts

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. 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, a prospectus supplement to the Base Prospectus relating to the terms of the Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 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 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.

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, File No. 333-211472, 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 Registration Statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein which was filed on [●], 2020 and any information deemed to be a part thereof at declared effective on [●], 2020 for the time registration of effectiveness pursuant to Rule 430A or Rule 430B the Securities under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by the Placement Agent, the Company will file with the Commission pursuant to Rule Rules 430B and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus supplement to the Base Prospectus relating to the terms placement of the Offering and of the Securities Securities, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, at any given time, including the Prospectus shall refer to both exhibits thereto filed at such time, as amended at such time, is hereinafter called the Prospectus Supplement “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Preliminary Prospectus”; and the Base final prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Preliminary Prospectus components as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such prospectusfiling, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). Any reference in this Agreement to the Registration Statement, the Base Original Registration Statement, the Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Original Registration Statement, the Preliminary Prospectus or the Final 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 Preliminary Prospectus or the Prospectus SupplementFinal Prospectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Preliminary Prospectus or the Final 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus SupplementFinal Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Preliminary Prospectus, any subscription agreement between the Company and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus, and any supplement to either thereof. 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 Preliminary Prospectus or any prospectus supplement or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, F-1 (Registration File No. 333-211472, including a base prospectus (the “Base Prospectus”333-[*]) 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 of the Commission (the “Rules and Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (collectively, the “Securities Exchange Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at . At the time of effectiveness pursuant to Rule 430A or Rule 430B the Effective Date, the Registration Statement and amendments met the requirements of Form F-1 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus included in such registration statement relating to the terms of the Offering and of the Securities underwriting thereof and has advised the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Representative of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, including the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934exhibits thereto, as amended (the “Exchange Act”), at 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 is hereinafter called the issue “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 “Prospectus.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Prospectus SupplementSecurities Act (the “Rule 462 Registration Statement”), as then any reference herein to the case may be, deemed to be incorporated therein by referenceterm Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement or filed with the Commission under the Securities Act is hereinafter called a “Preliminary Prospectus.” All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base any Preliminary 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 that is or is deemed to be incorporated by reference in the Registration Statement, the Base any Preliminary Prospectus or the Prospectus SupplementProspectus, as the case may be. The Registration Statement has been declared effective on the date hereof. The Company shall, prior to the Closing Date, file with the Commission a Form 8-A providing for the registration under the Exchange Act of the Ordinary Shares.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a shelf registration statement statement, and an amendment or amendments thereto, on Form S-3, S-1 (File No. 333-211472227122), including a base any related prospectus or prospectuses, for the registration of the Shares and the Placement Agent’s Warrants under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Base ProspectusSecurities Act Regulations”) and contain all material statements that are required to be used stated therein in connection accordance with the offering Securities Act and sale of the SharesSecurities Act Regulations. Except as the context may otherwise require, Preferred Stock and Conversion Shares. Such such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, all other documents filed as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents a part thereof or incorporated or deemed to be incorporated by reference therein and any all information deemed to be a part thereof at as of the time of effectiveness Effective Date pursuant to paragraph (b) of Rule 430A or Rule 430B under of the Securities ActAct Regulations (the “Rule 430A Information”)), is called referred to herein as the “Registration Statement.” Any If the Company files any registration statement filed by the Company pursuant to Rule 462(b) under of the Securities Act in connection with the offer and sale of the SharesRegulations, Preferred Stock and Conversion Shares is called the “Rule 462(b) Registration Statement,” and from and then after the date and time of filing of any such Rule 462(b) Registration Statement filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Following the determination of pricing among the Company and the Investors, the Company will file with the Commission such registration statement filed pursuant to Rule 424(b) under 462(b). The Registration Statement has been declared effective by the Securities Act, a Commission on the date hereof. Each prospectus supplement used prior to the Base Prospectus relating to the terms effectiveness of the Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus components of such prospectus. Any reference in this Agreement to the Registration Statement, and each prospectus that omitted the Base Prospectus or Rule 430A Information that was used after such effectiveness and prior to the Prospectus Supplement execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriter for use in the Offering is hereinafter called the “Final Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 latest Preliminary 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 that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” included 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 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.

Securities Law Filings. The On [ ], the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-1 (Registration File No. 333-211472, including a base prospectus (the “Base Prospectus”203238) 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 ActRules and Regulations”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at ) of the Commission promulgated thereunder. At the time of effectiveness pursuant to Rule 430A or Rule 430B such filing, the Company met the requirements of Form S-1 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus included in such registration statement relating to the terms of the Offering and offering of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise has advised the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, including the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934exhibits thereto, as amended (the “Exchange Act”), at 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, 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 issue date of form in which it will be filed with the Commission pursuant to Rules 430A and 424(b) (including the Base Prospectus as so amended or supplemented) is hereinafter called 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 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 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. Following FINRA approval of the compensation arrangements set forth in Section 1, the Company has no reason to believe that the Registration Statement will not be declared effective by the Commission.

Securities Law Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “CommissionSEC”) a shelf registration statement on Form S-3, File No. 333-211472, 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 Registration Statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein which was originally filed on September 6, 2024 and any information deemed to be a part thereof at declared effective on September 20, 2024 for the time registration of effectiveness pursuant to Rule 430A or Rule 430B the Securities and shares of Common Stock underlying the Placement Agent Warrants under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by the Placement Agent, the Company will file with the Commission SEC pursuant to Rule Rules 424(b) and 430A under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the SEC promulgated thereunder, a final prospectus supplement to the Base Prospectus relating to the terms placement of the Offering and of the Securities Securities, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, at any given time, including the Prospectus shall refer to both exhibits thereto filed at such time, as amended at such time, is hereinafter called the Prospectus Supplement “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Preliminary Prospectus”; and the Base final prospectus, in the form in which it will be filed with the SEC pursuant to Rules 424(b) and/or 430A (including the Preliminary Prospectus components as it may be amended or supplemented) is hereinafter called the “Prospectus.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Rules and Regulations, then after such prospectusfiling, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). Any reference in this Agreement to the Registration Statement, the Base Registration Statement, the Preliminary Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Registration Statement, the Preliminary 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 Preliminary Prospectus or the Prospectus SupplementProspectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth,” or “stated” in the Registration Statement, the Base Preliminary 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus SupplementProspectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Preliminary Prospectus, any securities purchase agreement between the Company and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Prospectus, and any supplement to either thereof. The Company has not received any notice that the SEC has issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or any prospectus supplement or intends to commence a Proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement the Registration Statement on Form S-3S-3 under the Securities Act, which was declared effective on May 9, 2016 (File No. 333-211472210391) for the registration under the Securities Act of the Securities, including which included a base prospectus (the “Base Prospectus”) to be used in connection prospectus. The Company has also filed with the offering Commission a preliminary prospectus supplement and sale a final prospectus supplement relating to the placement of the SharesSecurities on August 24, Preferred Stock 2017 and Conversion SharesAugust 30, 2017, respectively. Such registration statement, as amendedat any given time, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933thereto filed at such time, 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 any information deemed to be a part thereof amended at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Actsuch time, is hereinafter called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection ”; such preliminary prospectus supplement together with the offer and sale of the Shares, Preferred Stock and Conversion Shares base prospectus is hereinafter called the “Rule 462(b) Registration Statement,Preliminary Prospectus” 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. 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, a final prospectus supplement to the Base Prospectus relating to the terms of the Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, base prospectus is hereinafter called the “Prospectus”) and will advise . The Registration Statement at the Placement Agents of all further information (financial and other) with respect to time it originally becomes effective is hereinafter called the Company required to be set forth therein. References herein to the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus components of such prospectus. “Original Registration Statement.” Any reference in this Agreement to the Registration Statement, the Base Original Registration Statement, the Preliminary Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Original Registration Statement, the Preliminary 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 Preliminary Prospectus or the Prospectus SupplementProspectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Preliminary 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus SupplementProspectus, as the case may be. 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 Preliminary Prospectus or the Prospectus or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B Registration Statement under the Securities Act, is called which was filed on January 28, 2022, and declared effective on February 4, 2022 for the “Registration Statement.” Any registration statement filed by of the Company pursuant to Rule 462(b) Shares and the Pre-Funded Warrants under the Securities Act in connection with the offer and sale 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 StatementAct. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by Placement Agent, 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 prospectus supplement to the Base Prospectus relating to the terms placement of the Offering Shares and of the Securities Pre-Funded Warrants, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, at any given time, including the Prospectus shall refer to both exhibits thereto filed at such time, as amended at such time, is hereinafter called the Prospectus Supplement “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Base Prospectus”; and the Base prospectus supplement, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) is hereinafter called the “Prospectus components of such 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”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 that 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 that 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. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Base Prospectus, any securities purchase agreement between the Company and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Base Prospectus, the Prospectus Supplement, and any supplement to either thereof. 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 any prospectus supplement or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-1 (Registration File No. 333-211472, including a base prospectus (the “Base Prospectus”333-[●]) 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 ActRules and Regulations”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at ) of the Commission promulgated thereunder. At the time of effectiveness pursuant to Rule 430A or Rule 430B the Effective Date, the registration statement and amendments will materially meet the requirements of Form S-1 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus included in such registration statement relating to the terms of the Offering and of the Securities and the plan of distribution thereof (and has advised the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Underwriter of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, including the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934exhibits thereto, as amended (the “Exchange Act”), at 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 is hereinafter called the issue “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 or “Prospectus,” and any preliminary prospectus included in the Prospectus SupplementRegistration Statement, as originally filed or as part of any amendment thereto, or filed with the case may be, deemed Commission pursuant to be incorporated therein by reference. Rule 424(a) under the Securities Act is hereinafter called a “Preliminary Prospectus.” All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Pricing Disclosure Package (as defined below) 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 that is or is deemed to be a part of or incorporated by reference in the Registration Statement, the Base Prospectus Pricing Disclosure Package or the Prospectus SupplementProspectus, as the case may be. The Registration Statement has been declared effective by the Commission on the date hereof. The Company has for the purpose of listing its Common Stock on Euronext, prepared and filed with the French Financial Markets Authority (Autorité des marchés financiers) (the “AMF”) an English-language prospectus which received approval of the AMF on July 17, 2019 under visa n°19-372 (the “French Prospectus”). Since the number of Shares to be issued in the Offering and admitted to trading on Euronext Paris will represent less than 20% of the number of shares of the Company of the same class already admitted to trading on Euronext Paris over the last twelve-month period and since the Offering is directed in the European Economic Area, including in France, exclusively to “qualified investors” as defined by Article 2(e) of the Prospectus Regulation, no admission prospectus or offering prospectus is required, in accordance with the Prospectus Regulation, to be prepared and submitted to the approval of the AMF in relation to the Offering.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, F-1 (Registration File No. 333-211472, including a base prospectus (the “Base Prospectus”262436) 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 of the Commission (the “Rules and Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (collectively, the “Securities Exchange Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at . At the time of effectiveness pursuant to Rule 430A or Rule 430B the Effective Date, the Registration Statement and amendments met the requirements of Form F-1 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus included in such registration statement relating to the terms of the Offering and of the Securities underwriting thereof and has advised the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Representative of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, including the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934exhibits thereto, as amended (the “Exchange Act”), at 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 is hereinafter called the issue “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 “Prospectus.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Prospectus SupplementSecurities Act (the “Rule 462 Registration Statement”), as then any reference herein to the case may be, deemed to be incorporated therein by referenceterm Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement or filed with the Commission under the Securities Act is hereinafter called a “Preliminary Prospectus.” All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base any Preliminary 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 that is or is deemed to be incorporated by reference in the Registration Statement, the Base any Preliminary Prospectus or the Prospectus SupplementProspectus, as the case may be. The Registration Statement has been declared effective on the date hereof. The Company shall, prior to the Closing Date, file with the Commission a Form 8-A providing for the registration under the Exchange Act of the Common Shares.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B Registration Statement under the Securities Act, is called which was initially filed on August 26, 2021 and declared effective on September 3, 2021 for the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Shares, Preferred Stock Prefunded Warrants and Conversion Prefunded Warrant Shares is called under 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 StatementSecurities Act. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by Placement Agent, 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 prospectus supplement to the Base Prospectus relating to the terms placement of the Offering Shares, Prefunded Warrants and of the Securities Prefunded Warrant Shares, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein 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 the Prospectus shall refer to both the Prospectus Supplement and Rule 424(b) (including the Base Prospectus components of such 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”), if any, ) 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, at any given timeor 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 that 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 that 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 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.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 Registration Statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), which was filed on March 31, 2017 and declared effective on April 12, 2017 for the registration of certain securities of the Company, including all documents incorporated the Shares being sold hereby, but not including the Warrants or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the shares of Common Stock underlying the Warrants. At the time of effectiveness pursuant to Rule 430A or Rule 430B such filing, the Company met the requirements of Form S-3 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investorsprospective 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 Base Prospectus relating to the terms of the Public Offering and of the Securities Shares and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein 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 thereto 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 Prospectus shall refer 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 both the Prospectus Supplement and Rule 424(b) (including the Base Prospectus components of such 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”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 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 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. 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 or intends to commence a proceeding for any such purpose.

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, File S-3 (Registration No. 333-211472267211), 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 amendments thereto, in and related preliminary prospectuses, for 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B registration under the Securities Act, is called of the “Registration Statement.” Any 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 filed by meets the Company pursuant to requirements set forth in Rule 462(b415(a)(1)(x) under the Securities Act in connection and complies with the offer and sale 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 Statementsaid Rule. Following the determination of pricing among the Company and the Investors, the 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 Base Prospectus form of prospectus included in such registration statement relating to the terms placement of the Offering Shares, Pre-Funded Warrants and of the Securities Pre-Funded Warrant Shares, and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise has advised the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein 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 the Prospectus shall refer to both the Prospectus Supplement and Rule 424(b) (including the Base Prospectus components of such 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”), if any, ) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given timeon 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 that 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 that 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 shelf “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-3, S-3 (File No. 333-211472201907), which registration statement was declared effective on February 13, 2015, for the registration of the sale of certain securities of the Company, including the Public Securities, under the Securities Act and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Regulations”). Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”. After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the “Base Prospectus”) in accordance with the provisions of Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the “Rule 430B Information”; the Base Prospectus, together with any prospectus supplement 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, Units is hereinafter collectively called the “Registration StatementProspectus.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. 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, a prospectus supplement to the Base Prospectus relating to the terms of the Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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 or deemed incorporated by reference therein (the “Incorporated Documents”), if any, ) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given timeand the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus, 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 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 SupplementProspectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information that which is “contained,” , “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus 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 any other information that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus SupplementProspectus, as the case may be.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, F-3 (File No. 333-211472240249), including a base prospectus (the “Base Prospectus”) to be used in connection with the offering and sale of the Shares, Preferred Stock and Conversion SharesSecurities. 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. 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, a prospectus supplement to the Base Prospectus relating to the terms of the Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 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 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.

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, File No. 333-211472, 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 Registration Statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein which was filed on November 20, 2023 and any information deemed to be a part thereof at declared effective on November 29, 2023 for the time registration of effectiveness pursuant to Rule 430A or Rule 430B the Securities under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by the Placement Agent, the Company will file with the Commission pursuant to Rule Rules 430B and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus supplement to the Base Prospectus relating to the terms placement of the Offering and of the Securities Securities, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, at any given time, including the Prospectus shall refer to both exhibits thereto filed at such time, as amended at such time, is hereinafter called the Prospectus Supplement “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Preliminary Prospectus”; and the Base final prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Preliminary Prospectus components as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such prospectusfiling, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). Any reference in this Agreement to the Registration Statement, the Base Original Registration Statement, the Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Original Registration Statement, the Preliminary Prospectus or the Final 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 Preliminary Prospectus or the Prospectus SupplementFinal Prospectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Preliminary Prospectus or the Final 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus SupplementFinal Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Preliminary Prospectus, any subscription agreement between the Company and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus, and any supplement to either thereof. 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 Preliminary Prospectus or any prospectus supplement or intends to commence a proceeding for any such purpose.

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, File No. 333-211472, 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 Registration Statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein which was filed on [●], 2021 and any information deemed to be a part thereof at declared effective on [●], 2021 for the time registration of effectiveness pursuant to Rule 430A or Rule 430B the Securities under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by the Placement Agents, the Company will file with the Commission pursuant to Rule Rules 430B and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus supplement to the Base Prospectus relating to the terms placement of the Offering and of the Securities Securities, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Representative of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, at any given time, including the Prospectus shall refer to both exhibits thereto filed at such time, as amended at such time, is hereinafter called the Prospectus Supplement “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Preliminary Prospectus;” and the Base final prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Preliminary Prospectus components as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such prospectusfiling, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). Any reference in this Agreement to the Registration Statement, the Base Original Registration Statement, the Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Original Registration Statement, the Preliminary Prospectus or the Final 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 Preliminary Prospectus or the Prospectus SupplementFinal Prospectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Preliminary Prospectus or the Final 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus SupplementFinal Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Preliminary Prospectus, any subscription agreement between the Company and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus, and any supplement to either thereof. 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 Preliminary Prospectus or any prospectus supplement or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by the Placement Agent, the Company will will, within 30 days of the final Closing (such period from the date of the final Closing to the 30th day following the final Closing, the “Resale Filing Period”) in connection with the Offering prepare and file with the Commission a Registration Statement on Form S-1 under the Securities Act covering the resale of all of the Securities for an offering to be made on a continuous basis pursuant to Rule 424(b) 415 (such registration statement, at any given time, including the exhibits thereto filed at such time, as amended at such time, is hereinafter called the “Resale Registration Statement”). The Company shall use its reasonable best efforts to cause the Resale Registration Statement to be declared effective under the Securities Act, a prospectus supplement to Act as promptly as possible after the Base Prospectus relating to Resale Filing Period but in any event no later than 60 days following the terms end of the Offering and of Resale Filing Period (such period from the Securities and final Closing until 90 days following the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectusfinal Closing, the “ProspectusResale Registration Period”) and will advise shall use its reasonable best efforts to keep such Resale Registration Statement continuously effective under the Placement Agents of Securities Act until the date that all further information (financial and other) with respect to the Company required to be set forth therein. References herein to the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus components of Securities covered by such prospectusResale Registration Statement have been sold. Any reference in this Agreement to the Resale Registration Statement, the Base Prospectus or the Prospectus Supplement Statement shall be deemed to refer to and include the documents Exchange Act Documents incorporated by reference therein (the “Incorporated Documents”)therein, if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Resale Registration Statement, the Base Prospectus or the Prospectus Supplement Statement 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, Agreement and deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Resale Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) Statement shall be deemed to mean and include all such financial statements and schedules and other information that which is or is deemed to be incorporated by reference in the Resale Registration Statement. Except for this Agreement, there are no contracts or other documents required to be described in the Resale Registration Statement, or to be filed as exhibits or schedules to the Base Prospectus Resale Registration Statement, which have not been described or the Prospectus Supplement, filed as the case may berequired.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B Registration Statement under the Securities Act, is called which was initially filed on September 26, 2023 and declared effective on [●] for the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Shares, Preferred Stock Warrants and Conversion Warrant Shares is called under 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 StatementSecurities Act. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by Placement Agent, 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 prospectus supplement to the Base Prospectus relating to the terms placement of the Offering Shares, Warrants and of the Securities Warrant Shares, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein 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 the Prospectus shall refer to both the Prospectus Supplement and Rule 424(b) (including the Base Prospectus components of such 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”), if any, ) 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, at any given timeor 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 that 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 that 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 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.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a shelf registration statement on Form S-3, S-3 under the Securities Act of 1933 (the "Act") (Registration File No. 333-21147260582), which has become effective, and, if required, a Rule 462(b) Registration Statement (as hereafter defined) for the registration under the Act of the Shares. The Company met the requirements for use of Form S-3 under the Act on each of (i) the date of the initial filing of such registration statement, (ii) the effective date of such registration statement, (iii) the date each post-effective amendment to such registration statement was filed (including a base prospectus each Annual Report on Form 10-K or amendment thereto filed by the Company under the Securities Exchange Act of 1934, as amended (the “Base Prospectus”"Exchange Act") after the effective date of such registration statement) and (iv) the date each post-effective amendment to be used such registration statement was declared effective. In addition, the Company meets the requirements for use of Form S-3 under the Act on the date hereof. Such registration statement meets the requirements set forth in connection Rule 415(a)(1)(x) under the Act and complies in all other material respects with said Rule. The Company will file with the offering and Commission pursuant to Rule 424(b) under the Act a supplement to the form of prospectus included in such registration statement relating to the sale of the Shares, Preferred Stock Shares and Conversion Sharesthe plan of distribution thereof and has advised the Underwriter of all further information (financial and other) with respect to the Company to be set forth therein. 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 any information deemed to be a part thereof amended at the time date of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Actthis Agreement, is hereinafter called the “"Registration Statement.” ". Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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 the Rule 462(b) Registration Statement the term “"Registration Statement” " shall include the Rule 462(b) Registration Statement. Following The prospectus in 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, a prospectus supplement to the Base Prospectus relating to the terms of the Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus components of such prospectus. Any reference form 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”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” it appears in the Registration StatementStatement is hereinafter called the "Basic Prospectus"; and the supplemented form of prospectus, 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 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.the

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement the Registration Statement on Form S-3S-3 under the Securities Act, which was declared effective on May 9, 2016 (File No. 333-211472210391) for the registration under the Securities Act of the Securities, including which included a base prospectus (the “Base Prospectus”) to be used in connection prospectus. The Company has also filed with the offering Commission a preliminary prospectus supplement and sale a final prospectus supplement relating to the placement of the SharesSecurities on December 5, Preferred Stock 2017 and Conversion SharesDecember , 2017, respectively. Such registration statement, as amendedat any given time, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933thereto filed at such time, 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 any information deemed to be a part thereof amended at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Actsuch time, is hereinafter called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection ”; such preliminary prospectus supplement together with the offer and sale of the Shares, Preferred Stock and Conversion Shares base prospectus is hereinafter called the “Rule 462(b) Registration Statement,Preliminary Prospectus” 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. 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, a final prospectus supplement to the Base Prospectus relating to the terms of the Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, base prospectus is hereinafter called the “Prospectus”) and will advise . The Registration Statement at the Placement Agents of all further information (financial and other) with respect to time it originally becomes effective is hereinafter called the Company required to be set forth therein. References herein to the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus components of such prospectus. “Original Registration Statement.” Any reference in this Agreement to the Registration Statement, the Base Original Registration Statement, the Preliminary Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Original Registration Statement, the Preliminary 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 Preliminary Prospectus or the Prospectus SupplementProspectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Preliminary 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus SupplementProspectus, as the case may be. 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 Preliminary Prospectus or the Prospectus or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B Registration Statement under the Securities Act, is called which was filed on October 22, 2019 and declared effective on , 2020 for the “Registration Statement.” Any registration statement filed by of the Company pursuant to Rule 462(b) Securities under the Securities Act in connection with the offer and sale 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 StatementAct. Following the determination of pricing among of the Company and the InvestorsSecurities, the Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a prospectus supplement to and the Base Prospectus relating to rules and regulations (the terms “Rules and Regulations”) of the Offering and of Commission promulgated thereunder, the Securities Prospectus, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Purchasers of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to The “Time of Sale Disclosure Package” shall mean the Prospectus shall refer to both Preliminary Prospectus, any subscription agreement between the Prospectus Supplement Company and the Base Prospectus components Purchasers, and any issuer free writing prospectus as defined in Rule 433 of such prospectusthe Act (each, a “Company Free Writing Prospectus”), if any, that the Company and the Placement Agent expressly agree in writing to treat as part of the Time of Sale Disclosure Package, and “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Prospectus, and any supplement to either thereof. Any reference in this Agreement to the Registration Statement, the Base Prospectus Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Preliminary Prospectus, the Time of Sale Disclosure Package 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 Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus SupplementProspectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Preliminary Prospectus, the Time of Sale 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus SupplementProspectus, as the case may be. As used in this paragraph and elsewhere in this Agreement. 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 Preliminary Prospectus or the Time of Sale Disclosure Package or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B Registration Statement under the Securities Act, is called which was filed on October 6, 2020 and declared effective on [________], 2020 for the “Registration Statement.” Any registration statement filed by of the Company pursuant to Rule 462(b) Securities under the Securities Act in connection with the offer and sale 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 StatementAct. Following the determination of pricing among of the Company and the InvestorsSecurities, the Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a prospectus supplement to and the Base Prospectus relating to rules and regulations (the terms “Rules and Regulations”) of the Offering and of Commission promulgated thereunder, the Securities Prospectus, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Purchasers of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to The “Time of Sale Disclosure Package” shall mean the Prospectus shall refer to both Preliminary Prospectus, any subscription agreement between the Prospectus Supplement Company and the Base Prospectus components Purchasers, and any issuer free writing prospectus as defined in Rule 433 of such prospectusthe Act (each, a “Company Free Writing Prospectus”), if any, that the Company and the Placement Agent expressly agree in writing to treat as part of the Time of Sale Disclosure Package, and “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Prospectus, and any supplement to either thereof. Any reference in this Agreement to the Registration Statement, the Base Prospectus Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Preliminary Prospectus, the Time of Sale Disclosure Package 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 Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus SupplementProspectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Preliminary Prospectus, the Time of Sale 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus SupplementProspectus, as the case may be. As used in this paragraph and elsewhere in this Agreement. 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 Preliminary Prospectus or the Time of Sale Disclosure Package or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, F-1 (Registration File No. .: 333-211472, including a base prospectus (the “Base Prospectus”268109) 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 of the Commission (the “Rules and Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (collectively, the “Securities Exchange Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at . At the time of effectiveness pursuant to Rule 430A or Rule 430B the Effective Date, the Registration Statement and amendments met the requirements of Form F-1 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus included in such registration statement relating to the terms of the Offering and of the Securities underwriting thereof and has advised the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Representative of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, including the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934exhibits thereto, as amended (the “Exchange Act”), at 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 is hereinafter called the issue “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 “Prospectus.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Prospectus SupplementSecurities Act (the “Rule 462 Registration Statement”), as then any reference herein to the case may be, deemed to be incorporated therein by referenceterm Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement or filed with the Commission under the Securities Act is hereinafter called a “Preliminary Prospectus.” All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base any Preliminary 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 that is or is deemed to be incorporated by reference in the Registration Statement, the Base any Preliminary Prospectus or the Prospectus SupplementProspectus, as the case may be. The Registration Statement has been declared effective on the date hereof. The Company shall, prior to the Closing Date, file with the Commission a Form 8-A providing for the registration under the Exchange Act of the Ordinary Shares.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B Registration Statement under the Securities Act, is called which was declared effective on July 5, 2017 for the “Registration Statement.” Any registration statement filed by of certain securities of the Company, including the Shares being sold hereby, but not including the Unregistered Warrants or the Warrant Shares issuable upon exercise of the Unregistered Warrants. At the time of such filing, the Company pursuant to Rule 462(b) met the requirements of Form F-3 under the Securities Act Act, subject to the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in connection with the offer and sale General Instruction I.B.5 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 StatementForm F-3. Following the determination of pricing among the Company and the Investorsprospective 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 Base Prospectus relating to the terms of the Registered Offering and of the Securities Shares and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to the Prospectus shall refer to both the 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 thereto filed at such time, as amended at such time, is hereinafter included in the term “Registration Statement”; such base 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 components of such 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”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 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 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. 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 or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 Registration Statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), which was filed on June 5, 2017 and declared effective on September 20, 2017 for the registration of certain securities of the Company, including all documents incorporated the registered Shares, (but not including the unregistered Shares and Warrants or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the shares of Common Stock issuable upon exercise of the Warrants). At the time of effectiveness pursuant to Rule 430A or Rule 430B such filing, the Company met the requirements of Form S-3 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investorsprospective 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 Base Prospectus relating to the terms of the Public Offering and of the Securities registered Shares and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to the Prospectus shall refer to both the 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 part of such registration statement pursuant to Rule 430B under the Securities Act and including the exhibits thereto filed at such time, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus which is included in the Registration Statement in the form in which it has most recently been filed with the Commission 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 components of such 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”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 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 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. 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 or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Commission the Registration Statement under the Securities and Exchange Commission (Act which was declared effective on July 3, 2014 for the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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 StatementSecurities. Following the determination of pricing among the Company and the InvestorsUnderwriters, 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 final prospectus supplement to the Base Prospectus relating to the terms offering of the Offering and of the Securities Securities, their pricing and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Representative of all further information (financial and other) with respect to the Company required to be set forth therein. References herein Such registration statement, at any given time, including the exhibits thereto filed at such time, as amended at such time, 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 the Prospectus shall refer to both the Prospectus Supplement and Rule 424(b) (including the Base Prospectus components of such prospectusas 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”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 that 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 that 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. 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 or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-1 (Registration File No. 333-211472, including a base prospectus (the “Base Prospectus”264894) 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 of the Commission (the “Rules and Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (collectively, the “Securities Exchange Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at . At the time of effectiveness pursuant to Rule 430A or Rule 430B the Effective Date, the Registration Statement and amendments met the requirements of Form S-1 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus included in such registration statement relating to the terms of the Offering and of the Securities underwriting thereof and has advised the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Representative of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, including the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934exhibits thereto, as amended (the “Exchange Act”), at 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, is hereinafter called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the issue date 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 first used by the Underwriters to confirm sales of the Base Prospectus Public Securities or in the Prospectus Supplement, as form first made available to the case may be, deemed Underwriters by the Company to be incorporated therein by referencemeet requests of purchasers pursuant to Rule 173 under the Securities Act. All references in this Agreement to financial statements and schedules and other information 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 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. The Registration Statement has been declared effective on the date hereof.

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, File No. 333-211472, 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 Registration Statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein which was filed on May 27, 2021 and any information deemed to be a part thereof at declared effective on June 2, 2021 for the time registration of effectiveness pursuant to Rule 430A or Rule 430B the Securities under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by the Placement Agent, the Company will file with the Commission pursuant to Rule Rules 430B and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus supplement to the Base Prospectus relating to the terms placement of the Offering and of the Securities Securities, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, at any given time, including the Prospectus shall refer to both exhibits thereto filed at such time, as amended at such time, is hereinafter called the Prospectus Supplement “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Preliminary Prospectus”; and the Base final prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Preliminary Prospectus components as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such prospectusfiling, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). Any reference in this Agreement to the Registration Statement, the Base Original Registration Statement, the Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Original Registration Statement, the Preliminary Prospectus or the Final 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 Preliminary Prospectus or the Prospectus SupplementFinal Prospectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Preliminary Prospectus or the Final 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus SupplementFinal Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Preliminary Prospectus, any subscription agreement between the Company and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus, and any supplement to either thereof. 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 Preliminary Prospectus or any prospectus supplement or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, F-1 (Registration File No. .: 333-211472, including a base prospectus (the “Base Prospectus”268109 ) 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 of the Commission (the “Rules and Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (collectively, the “Securities Exchange Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at . At the time of effectiveness pursuant to Rule 430A or Rule 430B the Effective Date, the Registration Statement and amendments met the requirements of Form F-1 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus included in such registration statement relating to the terms of the Offering and of the Securities underwriting thereof and has advised the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Representative of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, including the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934exhibits thereto, as amended (the “Exchange Act”), at 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 is hereinafter called the issue “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 “Prospectus.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Prospectus SupplementSecurities Act (the “Rule 462 Registration Statement”), as then any reference herein to the case may be, deemed to be incorporated therein by referenceterm Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement or filed with the Commission under the Securities Act is hereinafter called a “Preliminary Prospectus.” All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base any Preliminary 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 that is or is deemed to be incorporated by reference in the Registration Statement, the Base any Preliminary Prospectus or the Prospectus SupplementProspectus, as the case may be. The Registration Statement has been declared effective on the date hereof. The Company shall, prior to the Closing Date, file with the Commission a Form 8-A providing for the registration under the Exchange Act of the Ordinary Shares.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B Registration Statement under the Securities Act, is called which was filed on October 9, 2020 and declared effective on _____ __, 2020 for the “Registration Statement.” Any registration statement filed by of the Company pursuant to Rule 462(b) Securities under the Securities Act in connection with the offer and sale 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 StatementAct. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by Placement Agent, 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 final prospectus supplement to the Base Prospectus relating to the terms placement of the Offering and of the Securities Securities, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, at any given time, including the Prospectus exhibits thereto filed at such time, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Preliminary Prospectus”; the “Time of Sale Disclosure Package” shall refer to both mean the Prospectus Supplement Preliminary Prospectus, any subscription agreement between the Company and the Base Investors, and any issuer free writing prospectus as defined in Rule 433 of the Act (each, a “Company Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package; “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus components of such (as defined below), and any supplement to either thereof; and the final prospectus. , in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Preliminary Prospectus as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” Any reference in this Agreement to the Registration Statement, the Base Prospectus Preliminary Prospectus, the Time of Sale Disclosure Package or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Preliminary Prospectus, the Time of Sale Disclosure Package or the Final 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 Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus SupplementFinal Prospectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus Preliminary Prospectus, the Time of Sale Disclosure Package or the Final 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus SupplementFinal Prospectus, as the case may be. 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 Preliminary Prospectus or the Time of Sale Disclosure Package or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement the Registration Statement on Form S-3S-3 under the Securities Act, which was declared effective on May 9, 2016 (File No. 333-211472210391) for the registration under the Securities Act of the Securities, including which included a base prospectus (the “Base Prospectus”) to be used in connection prospectus. The Company has also filed with the offering Commission a preliminary prospectus supplement and sale a final prospectus supplement relating to the placement of the SharesSecurities on August 24, Preferred Stock 2017 and Conversion SharesAugust 25, 2017, respectively. Such registration statement, as amendedat any given time, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933thereto filed at such time, 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 any information deemed to be a part thereof amended at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Actsuch time, is hereinafter called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection ”; such preliminary prospectus supplement together with the offer and sale of the Shares, Preferred Stock and Conversion Shares base prospectus is hereinafter called the “Rule 462(b) Registration Statement,Preliminary Prospectus” 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. 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, a final prospectus supplement to the Base Prospectus relating to the terms of the Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, base prospectus is hereinafter called the “Prospectus”) and will advise . The Registration Statement at the Placement Agents of all further information (financial and other) with respect to time it originally becomes effective is hereinafter called the Company required to be set forth therein. References herein to the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus components of such prospectus. “Original Registration Statement.” Any reference in this Agreement to the Registration Statement, the Base Original Registration Statement, the Preliminary Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Original Registration Statement, the Preliminary 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 Preliminary Prospectus or the Prospectus SupplementProspectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Preliminary 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus SupplementProspectus, as the case may be. 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 Preliminary Prospectus or the Prospectus or intends to commence a proceeding for any such purpose.

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, File No. 333-211472, 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 Registration Statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein which was filed on May 27, 2021 and any information deemed to be a part thereof at declared effective on June [●], 2021 for the time registration of effectiveness pursuant to Rule 430A or Rule 430B the Securities under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investorsprospective Investors introduced to the Company by the Placement Agent, the Company will file with the Commission pursuant to Rule Rules 430B and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus supplement to the Base Prospectus relating to the terms placement of the Offering and of the Securities Securities, their respective pricings and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, at any given time, including the Prospectus shall refer to both exhibits thereto filed at such time, as amended at such time, is hereinafter called the Prospectus Supplement “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Preliminary Prospectus”; and the Base final prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Preliminary Prospectus components as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such prospectusfiling, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). Any reference in this Agreement to the Registration Statement, the Base Original Registration Statement, the Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Original Registration Statement, the Preliminary Prospectus or the Final 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 Preliminary Prospectus or the Prospectus SupplementFinal Prospectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Preliminary Prospectus or the Final 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus SupplementFinal Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Preliminary Prospectus, any subscription agreement between the Company and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus, and any supplement to either thereof. 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 Preliminary Prospectus or any prospectus supplement or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 Registration Statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), which was filed on June 5, 2017 and declared effective on September 20, 2017 for the registration of certain securities of the Company, including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Shares, Preferred Stock and Conversion Shares is called the “Rule 462(b) Registration Statement,” and from and after shares of Common Stock issuable upon conversion of the date and Preferred Stock (but not including the Warrants or the shares of Common Stock issuable upon exercise of the Warrants). At the time of filing such filing, the Company met the requirements of any such Rule 462(b) Registration Statement Form S-3 under the term “Registration Statement” shall include the Rule 462(b) Registration StatementSecurities Act. Following the determination of pricing among the Company and the Investorsprospective 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 Base Prospectus relating to the terms of the Public Offering and of the Securities Shares and Preferred Stock and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to the Prospectus shall refer to both the 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 part of such registration statement pursuant to Rule 430B under the Securities Act and including the exhibits thereto filed at such time, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus which is included in the Registration Statement in the form in which it has most recently been filed with the Commission 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 components of such 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”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 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 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. 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 or intends to commence a proceeding for any such purpose.

Securities Law Filings. The On [ ], the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-1 (Registration File No. 333-211472, including a base prospectus (the “Base Prospectus”203238) 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 ActRules and Regulations”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at ) of the Commission promulgated thereunder. At the time of effectiveness pursuant to Rule 430A or Rule 430B such filing, the Company met the requirements of Form S-1 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus included in such registration statement relating to the terms of the Offering and offering of the Securities and the plan of distribution thereof (and has advised the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Selling Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, including the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934exhibits thereto, as amended (the “Exchange Act”), at 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, 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 issue date of form in which it will be filed with the Commission pursuant to Rules 430A and 424(b) (including the Base Prospectus as so amended or supplemented) is hereinafter called 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 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 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. Following FINRA approval of the compensation arrangements set forth in Section 1, the Company has no reason to believe that the Registration Statement will not be declared effective by the Commission.

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, S-1 (Registration File No. 333-211472333-[●]), including a base prospectus (registering the “Base Prospectus”) to be used in connection with Securities, the offering Underwriter Warrants, and sale the shares of Common Stock underlying the Underwriter Warrants under the Securities Act. At the time of the SharesEffective Date, Preferred Stock and Conversion Shares. Such such registration statement, as amended, including conformed with the financial statements, exhibits and schedules thereto, in the form in which it became effective under requirements of the Securities Act of 1933, as amended, and the rules applicable Rules and regulations promulgated thereunder Regulations (collectively, the “Securities Act”as defined in Section 2.12 hereof), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission Commission, pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus relating to the terms of the Offering and of the Securities underwriting thereof and has advised the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Representative of all further information (financial and other) with respect to the Company required to be set forth therein. References “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 any required documents and information deemed to be a part thereof at the time of 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”), then any reference herein to the Prospectus term Registration Statement shall refer to both the Prospectus Supplement and the Base Prospectus components of include such prospectusRule 462 Registration Statement. Any reference preliminary prospectus filed with the Commission pursuant to Rule 424(b) and included in this Agreement the Registration Statement prior to the Registration StatementEffective Date is hereinafter called a “Preliminary Prospectus.” “Pricing Disclosure Package” means the Preliminary Prospectus, as amended, together with the pricing information set forth on Schedule 4 hereto. As used herein, the Base Prospectus term “Prospectus” shall mean the prospectus in the form first used by the Underwriters to confirm sales of the Securities or in the Prospectus Supplement shall be deemed form first made available to refer the Underwriters by the Company to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were filed meet requests of purchasers pursuant to Rule 173 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 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 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. The Registration Statement has been declared effective on the date hereof.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, F-1 (Registration File No. 333-211472, 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 of the Commission (the “Rules and Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (collectively, the “Securities Exchange Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at . At the time of effectiveness pursuant to Rule 430A or Rule 430B the Effective Date, the Registration Statement and amendments met the requirements of Form F-1 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus included in such registration statement relating to the terms of the Offering and of the Securities underwriting thereof and has advised the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Representative of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, including the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934exhibits thereto, as amended (the “Exchange Act”), at 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 is hereinafter called the issue “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 “Prospectus.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Prospectus SupplementSecurities Act (the “Rule 462 Registration Statement”), as then any reference herein to the case may be, deemed to be incorporated therein by referenceterm Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement or filed with the Commission under the Securities Act is hereinafter called a “Preliminary Prospectus.” All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base any Preliminary 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 that is or is deemed to be incorporated by reference in the Registration Statement, the Base any Preliminary Prospectus or the Prospectus SupplementProspectus, as the case may be. The Registration Statement has been declared effective on the date hereof. The Company shall, prior to the Closing Date, file with the Commission a Form 8-A providing for the registration under the Exchange Act of the Common Shares.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, F-1 (Registration File No. 333-211472, including a base prospectus (the “Base Prospectus”333- 261123) 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 of the Commission (the “Rules and Regulations”) promulgated thereunder and under the Securities Exchange Act of 1934, as amended (collectively, the “Securities Exchange Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at . At the time of effectiveness pursuant to Rule 430A or Rule 430B the Effective Date, the Registration Statement and amendments met the requirements of Form F-1 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale 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. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule Rules 430A and 424(b) under the Securities Act, a final prospectus supplement to the Base Prospectus included in such registration statement relating to the terms of the Offering and of the Securities underwriting thereof and has advised the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Representative of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to Such registration statement, including the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus 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”), if any, which were filed under the Securities Exchange Act of 1934exhibits thereto, as amended (the “Exchange Act”), at 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, is hereinafter called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the issue date 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 first used by the Underwriters to confirm sales of the Base Prospectus Public Securities or in the Prospectus Supplement, as form first made available to the case may be, deemed Underwriters by the Company to be incorporated therein by referencemeet requests of purchasers pursuant to Rule 173 under the Securities Act. All references in this Agreement to financial statements and schedules and other information 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 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. The Registration Statement has been declared effective on the date hereof.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211472, 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B Registration Statement under the Securities Act, is called which was declared effective on November 20, 2015 for the “Registration Statement.” Any registration statement filed by of certain securities of the Company, including the Shares being sold hereby, but not including the Warrants or the Warrant Shares. At the time of such filing, the Company pursuant to Rule 462(b) met the requirements of Form S-3 under the Securities Act in connection with the offer and sale 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 StatementAct. Following the determination of pricing among the Company and the Investorsprospective 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 Base Prospectus relating to the terms of the Registered Offering and of the Securities Shares and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise the Placement Agents Agent of all further information (financial and other) with respect to the Company required to be set forth therein. References herein to the Prospectus shall refer to both the 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 thereto filed at such time, as amended at such time, is hereinafter included in the term “Registration Statement”; such base 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 components of such 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”), if any, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 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 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. 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 or intends to commence a proceeding for any such purpose.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3the Registration Statement, File No. 333-211472, 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 on March 11, 2010, for the registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), of Ordinary Shares and warrants that the Company may offer and sell from time to time in one or more offerings up to a total dollar amount of $20,000,000, including all documents incorporated or deemed to be incorporated by reference therein the Offering. On the date of the filing of the Registration Statement and any information deemed to be a part thereof at the time date on which the Registration Statement became effective, the Company met the requirements for use of effectiveness pursuant to Rule 430A or Rule 430B Form F-3 under the Securities Act, is called the “Registration Statement.” Any . Such registration statement filed by meets the Company pursuant to requirements set forth in Rule 462(b415(a)(1)(x) under the Securities Act and complies in connection all other material respects with the offer and sale 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 Statementsaid Rule. Following the determination of pricing among the Company and the Investors, the The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, Act a prospectus supplement to the Base Prospectus form of prospectus included in such registration statement relating to the terms of the Offering and a placement of the Securities and the plan of distribution thereof (and the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) and will advise Company has advised the Placement Agents Agent of all further material information (financial and other) with respect to the Company required to be set forth therein. References herein Such registration statement, including the exhibits and schedules thereto, as amended at the date of this Agreement and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430A, 430B or 430C under the Act or otherwise pursuant to the Securities Act at such time, 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), is hereinafter called a “Prospectus shall refer Supplement.” Any preliminary form of Prospectus Supplement which is filed or used prior to both filing of the Prospectus Supplement and the Base Prospectus components of such prospectusis hereinafter called a “Preliminary Prospectus”. Any reference in this Agreement herein to the Registration Statement, the Base Prospectus Prospectus, or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, ) pursuant to Item 6 of Form F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given timeon or before the date of this Agreement, or the issue date of the Base Prospectus, Preliminary Prospectus or 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, Preliminary 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, Preliminary 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Preliminary 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus Supplement, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus Supplement or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). Any registration statement (including any amendment or supplement thereto or information which is deemed part thereof) filed by the Company under Rule 462(b) (“Rule 462(b) Registration Statement”) shall be deemed to be part of the “Registration Statement” as defined herein, and any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in such registration statement shall be deemed to be part of the “Prospectus” as defined herein, as appropriate.

Securities Law Filings. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement the Registration Statement on Form S-3S-3 under the Securities Act, which was declared effective on May 9, 2016 (File No. 333-211472210391) for the registration under the Securities Act of the Securities, including which included a base prospectus (the “Base Prospectus”) to be used in connection prospectus. The Company has also filed with the offering Commission a preliminary prospectus supplement and sale a final prospectus supplement relating to the placement of the SharesSecurities on August 4, Preferred Stock 2017 and Conversion SharesAugust 16, 2017, respectively. Such registration statement, as amendedat any given time, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933thereto filed at such time, 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 any information deemed to be a part thereof amended at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Actsuch time, is hereinafter called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection ”; such preliminary prospectus supplement together with the offer and sale of the Shares, Preferred Stock and Conversion Shares base prospectus is hereinafter called the “Rule 462(b) Registration Statement,Preliminary Prospectus” 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. 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, a final prospectus supplement to the Base Prospectus relating to the terms of the Offering and of the Securities and the plan of distribution thereof (the “Prospectus Supplement” and, together with the Base Prospectus, base prospectus is hereinafter called the “Prospectus”) and will advise . The Registration Statement at the Placement Agents of all further information (financial and other) with respect to time it originally becomes effective is hereinafter called the Company required to be set forth therein. References herein to the Prospectus shall refer to both the Prospectus Supplement and the Base Prospectus components of such prospectus. “Original Registration Statement.” Any reference in this Agreement to the Registration Statement, the Base Original Registration Statement, the Preliminary Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at 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 Original Registration Statement, the Preliminary 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 Preliminary Prospectus or the Prospectus SupplementProspectus, 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 that which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Preliminary 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 that which is or is deemed to be incorporated by reference in the Registration Statement, the Base Preliminary Prospectus or the Prospectus SupplementProspectus, as the case may be. 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 Preliminary Prospectus or the Prospectus or intends to commence a proceeding for any such purpose.