Common use of Warrant Coverage Clause in Contracts

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed purchased in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the closing of the exercise of such componentoption). If the Securities included in an Offering are convertible, the number of shares of common stock underlying the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering from the sale of shares of common stock (or common stock equivalent, if applicable) divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants, if any, issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form (including, without limitation, with respect to anti-dilution rights) reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.03.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock ADSs of the Company equal to 7.0% of the aggregate number of shares of common stock ADSs (or common stock ADSs equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock ADSs underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock ordinary shares on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in at the Closing of each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertibleconvertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any), the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Rxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Rxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” componentoptions, with the Xxxxxxxxxx Warrants warrant issuable upon conversion of the Securities or the exercise of such componentthe option). If the Securities included in an Offering are non-convertible, the Xxxxxxxxxx Rxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in an Offering, the Xxxxxxxxxx The Rxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants Rxxxxx Warrant shall have an exercise price equal to 125% of the Offering Pricepublic offering price per share in the applicable Offering. If no warrants are issued to investors in an Offering, the Rxxxxx Warrants shall be in a customary form reasonably acceptable to Rxxxxx, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.08.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase subscribe that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (( or common stock equivalent, if applicable) placed in each Offering (( and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and with an exercise price equal to 125135% of the offering price per share (( or unit, if applicable) in the applicable Offering and if such offering price is not available, the 135% of the market price of the common stock represented by ADS on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125135% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable only upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of common shares of common stock of the Company equal to 7.06.0% of the aggregate number of common shares of common stock (or common stock equivalent, if applicableshare equivalents) placed in the Offering and issued at each Offering Closing (and if an the Offering includes a “greenshoe” or “additional investment” option component, such number of common shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx additional Wxxxxxxxxx Warrants to be issuable upon the closing of exercise of such componentoption); provided, however, that such warrant coverage shall be reduced to 5.0% in connection with each non-public Offering and Warrant Solicitation transaction. If the Securities included in an on Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an initial exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock shares on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx and the Company, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.08.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock ordinary shares, par value NIS 0.25 per share (“Ordinary Shares”), of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Ordinary Shares placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock Ordinary Shares underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock Ordinary Shares on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have be in a customary form reasonably acceptable to Wxxxxxxxxx and the same terms as Company, be exercisable from the warrants issued to investors in 6-month anniversary of the applicable Offering, except that such Xxxxxxxxxx Warrants shall have issuance date for a term of three and one-half (3.5) years and at an exercise price equal to 125% of the Offering Price, shall not have any price-based anti-dilution protection, and neither the Wxxxxxxxxx Warrants or the shares underlying them shall be subject to registration except in the sole discretion of the Company.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each the Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of common shares of common stock of the Company equal to 7.05.0% of the aggregate number of common shares of common stock (or common stock equivalent, if applicable) placed in each the Offering and issued at Closing (and if an the Offering includes a “greenshoe” or “additional investment” option component, such number of common shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx additional Wxxxxxxxxx Warrants to be issuable upon the closing of exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunderoption). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an initial exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock shares on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx and the Company, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock ADSs of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) ADSs placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock ADSs underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock ordinary shares on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five four (54) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component); provided, however, that no warrants will be issued to Wxxxxxxxxx in connection with an ATM. If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Rxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Rxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” componentoptions, with the Xxxxxxxxxx Warrants warrant issuable upon conversion of the Securities or the exercise of such componentthe option). If the Securities included in an Offering are non-convertible, the Xxxxxxxxxx Rxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in an Offering, the Xxxxxxxxxx The Rxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants Rxxxxx Warrant shall have an exercise price equal to 125% of the Offering Pricepublic offering price per share in the applicable Offering. If no warrants are issued to investors in an Offering, the Rxxxxx Warrants shall be in a customary form reasonably acceptable to Rxxxxx, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. Except as expressly set forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein. Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement. This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “"Xxxxxxxxxx Warrants”") to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “"greenshoe” " or “"additional investment” " component, such number of shares of common stock underlying such “"greenshoe” " or “"additional investment” " component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component); provided, however, that no warrants will be issued to Xxxxxxxxxx in connection with an ATM. If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “"Offering Price”"). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of common shares of common stock of the Company equal to 7.0% of the aggregate number of common shares of common stock (or common stock share equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of common shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock shares on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable, but shall not include any shares of common stock underlying warrants issued in each Offering (other than pre-funded warrants)) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxXxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Xxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Xxxxxx Warrants”) to purchase that number of shares of common stock ADSs of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) ADSs placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock ADSs underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Xxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Xxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Xxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock ordinary shares on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Xxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price. Notwithstanding the foregoing, no Xxxxxxxxxx Warrants shall be issued to Xxxxxxxxxx in connection with a PIPE.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.04.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The In addition to the Cash Fee, Xxxxxxxxxx shall be entitled to receive additional payment from the Company in the form of warrants (the "Xxxxxxxxxx Warrants") to purchase the Company's common stock. In the event that the Company issues and sells its common stock in the applicable Offering, the Company shall issue to Xxxxxxxxxx Warrants or its designees designee at each Closing, warrants (the “Xxxxxxxxxx Warrants”) Closing to purchase that number of shares of common stock of the Company equal to 7.02.5 % of the aggregate number of shares of common stock placed in such Offering (or common stock equivalentincluding, if applicableand when exercised, any proceeds from the exercise of any over-allotment or additional investment rights). In the event that the Company issues and sells its debt securities (including convertible debt securities) placed in each Offering (and if an Offering includes a “greenshoe” the Offering, the Company shall issue to Xxxxxxxxxx or “additional investment” component, such its designees at the Closing the Xxxxxxxxxx Warrants to purchase the number of shares of common stock underlying such “greenshoe” or “additional investment” component, with equal to the Xxxxxxxxxx Warrants issuable upon product of (i) the exercise result from dividing the amount of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering (including, if and when exercised, any proceeds from the exercise of any over-allotment or additional investment rights) by the Offering Price then market price of the Company's common stock, multiplied by (ii) 2.5%. When applicable, the Xxxxxxxxxx Warrants shall have the same terms as defined hereunder)the warrants issued to investors in the Offering. The If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to 125110% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Pricestock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.08.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of four (4) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “"Xxxxxxxxxx Warrants”") to purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “"greenshoe” " or “"additional investment” " component, such number of shares of common stock underlying such “"greenshoe” " or “"additional investment” " component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “"Offering Price”"). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.03% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoptions). If the Securities included in an Offering are non-convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in an Offering, the Xxxxxxxxxx The Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx the Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Priceper share public offering price and have a term of exercise equal to 30 months from the Closing. If no warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of 5 years and an exercise price equal to 110% of the then market price of the Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). Notwithstanding the foregoing, the calculation of the number of Xxxxxxxxxx Warrants to be issued to Xxxxxxxxxx shall not include any shares of common stock issuable upon exercise of warrants issued in the Offering, if any. The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five four (54) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in each Offering (and if an Offering includes the Securities include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoptions if exercised). If the Securities included in an Offering are non-convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)commenced. If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of 5 years and an exercise price equal to 125110% of the Offering Pricethen market price of the Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.08.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering to non-Excluded Investors (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering Offering, less any proceeds received from an Excluded Investor, by the Offering Price (as defined hereunder). Notwithstanding the foregoing, if the Securities issued consist of units comprised of common stock and warrants, the warrants contained in such units, other than pre-funded warrants, if any, will be excluded from the calculation of the Xxxxxxxxxx Warrants. The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Rxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Rxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” componentoptions, with the Xxxxxxxxxx Warrants warrant issuable upon conversion of the Securities or the exercise of such componentthe option). If the Securities included in an Offering are non-convertible, the Xxxxxxxxxx Rxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in an Offering, the Xxxxxxxxxx The Rxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants Rxxxxx Warrant shall have an exercise price equal to 125110% of the Offering Pricepublic offering price per share in the applicable Offering. If no warrants are issued to investors in an Offering, the Rxxxxx Warrants shall be in a customary form reasonably acceptable to Rxxxxx, have a term of 5 years and an exercise price equal to 110% of the then market price of the Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying sold by the Company pursuant to such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in each Offering (and if an Offering includes the Securities include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoptions if exercised). If the Securities included in an Offering are non-convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)commenced. If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of 5 years and an exercise price equal to 125110% of the Offering Pricethen market price of the Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each the Offering (and if an the Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an the Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an the Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an the Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.03.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” componentoptions, with the Xxxxxxxxxx Warrants warrant issuable upon conversion of the Securities or the exercise of such componentthe option). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrant shall have an exercise price equal to 125% of the public offering price per share in the applicable Offering. If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering PriceCommon Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalentequivalent but excluding any shares of Common Stock underlying any warrants (other than any “pre-funded” warrants) issued in an Offering, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.03.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share of common stock (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of three (3) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption); provided, however, that the Xxxxxxxxxx Warrants coverage shall be eliminated with respect to any shares of Common Stock placed to the Insider. If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each the Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each the Offering (and if an the Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an the Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such the Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an the Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wainwright or its designees xxx xxxxxxees at each Closing, warrants (the “Xxxxxxxxxx WarrantsWainwright Warxxxxx”) to xx purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable Wainwright Warxxxxx xxxxable only upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall Wainwright Warxxxxx xxxxl be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall Wainwright Warxxxxx xxxxl be in a customary form reasonably acceptable to XxxxxxxxxxWainwright, have a term haxx x xxxx of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall Wainwright Warxxxxx xxxxl have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall Wainwright Warxxxxx xxxxl have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicableany) placed in at the Closing of each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such componentoption), or, with resect to a warrant restructuring Offering, 5.0% of the aggregate number of shares of common stock to be issued in connection with the exercise of the warrants being restructured. If the Securities included in an Offering are convertibleconvertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any), the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx and the Company, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or Waxxxxxxxx xr its designees at each the Closing, warrants (the “Xxxxxxxxxx WarrantsWaxxxxxxxx Xarrants”) to purchase that number of common shares of common stock of the Company equal to 7.05.0% of the aggregate number of common shares of common stock (or common stock equivalent, if applicable) placed in each the Offering and issued at Closing (and if an the Offering includes a “greenshoe” or “additional investment” option component, such number of common shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants additional Waxxxxxxxx Xarrants to be issuable upon the closing of exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunderoption). The Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Waxxxxxxxx Xarrants shall have a term of five (5) years and an initial exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock shares on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants shall be in a customary form reasonably acceptable to Waxxxxxxxx xnd the Company, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each ClosingClosing of an Equity financing, warrants (the “"Xxxxxxxxxx Warrants”") to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering Equity Financing (and if an Offering Equity Financing includes a “"greenshoe” " or “"additional investment” " option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering Equity Financing are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering Equity Financing divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Equity Financing, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Equity Financing and if such offering price is not available, the market price of the common stock on the date an Equity Financing is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Equity Financing, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (other than securities placed to Australian Investors) (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.03.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “"Xxxxxxxxxx Warrants”") to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each the Offering (and if an the Offering includes a “"greenshoe” " or “"additional investment” " option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an the Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an the Offering is commenced (such price, the “"Offering Price”"). If no warrants are issued to investors in an the Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each the Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each the Offering (and if an the Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an the Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such the Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an the Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering consummated during the Term (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of four (4) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Rxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Rxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoptions shall not be included). If the Securities included in an Offering are non-convertible, the Xxxxxxxxxx Rxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in an Offering, the Xxxxxxxxxx The Rxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx the Rxxxxx Warrants shall have a term of five years, and an exercise price equal to 125% of the Offering Priceper share offering price and shall not have any provisions requiring registration of the underlying shares. If no warrants are issued to investors in an Offering, the Rxxxxx Warrants shall be in a customary form reasonably acceptable to Rxxxxx and the Company, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed Common Stock accounting for the gross proceeds raised in each the Offering (and if an Offering includes a “greenshoe” including for such purposes gross proceeds raised in any over-allotment, greenshoe or “over-subscription, in which case additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable will be issued, and excluding for such purposes (i) the amount of any exercise or conversion price subsequently received by the Company upon the exercise of warrants with an exercise term of over 30 months or the conversion of any other derivative securities issued in the Offering and (ii) the amount of such componentproceeds that is used by the Company for the Redemption). If the Securities included in an Offering are non-convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in an the Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering. If no warrants are issued to investors in an Offering, except that such the Xxxxxxxxxx Warrants shall be exercisable for Common Stock and in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of 5 years and an exercise price equal to 125110% of the Offering Pricethen market price of the Common Stock, and shall contain pro rata, anti-dilution adjustment provisions for corporate actions, such as stock splits, but shall not contain other anti-dilution adjustment provisions.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.03.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx C:\Users\axt20\Desktop\Exhibit 10.2 - EL.doc underlying such “greenshoe” or “additional investment” option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of 18 months and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The If no warrants are issued to investors, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable OfferingOffering (other than pre-funded warrants), except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable, but shall not include any shares of common stock underlying warrants issued in each Offering (other than pre-funded warrants)) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxXxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or Waxxxxxxxx xr its designees at each Closing, warrants (the “Xxxxxxxxxx WarrantsWaxxxxxxxx Xarrants”) to purchase that number of ordinary shares of common stock of the Company equal to 7.05.0% of the aggregate number of ordinary shares of common stock (or common stock ordinary share equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of ordinary shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWaxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock ordinary shares on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.05.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such component); provided, however, that the Advisor will be entitled to receive 50% of the Wxxxxxxxxx Warrants as financial advisor. If the Securities included in an Offering are convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to XxxxxxxxxxWxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to the higher of (i) $5.17 and (ii) 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” componentoptions; however, with to avoid confusion, if the Offering includes warrants to the investors, the calculation of Xxxxxxxxxx Warrants shall exclude any investors warrants and any Common Stock issuable upon the exercise of such componentany investors warrants). If the Securities included in an Offering are non-convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering. If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to 125110% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering PriceCommon Stock.