Common use of Certain Representations; Reservation and Availability of Shares of Common Stock or Cash Clause in Contracts

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 400,066,666 shares of authorized Common Stock, of which _______ (A) 5,173,399 shares of Common Stock are issued and outstanding, and (iiB) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 3,000,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (C) 30,000,000 shares are reserved for issuance upon redemption of any Warrants the Underwriter may acquire Series A Preferred Stock, (D) 150,000 shares of Common Stock are issuable upon exercise of its over-allotment option described previously issued and outstanding warrants, and (E) 538,128 shares of Common Stock are reserved for issuance upon exercise of an equity incentive plan, and (ii)150,000 shares of preferred stock, $0.01 par value per share, of up to 150,000 shares of Series A Preferred Stock are issuable in connection with the Registration StatementOffering. Except as disclosed in As of the Registration Statementdate hereof, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Global Warrant Certificates Certificate or certificates evidencing Common Stock upon exercise of the WarrantsWarrant Shares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of a Global Warrant Certificates Certificate or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof hereof, and prior excluding the shares of Common Stock and Warrants to be issued in the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 200,000,000 shares of authorized Common Stock, of which _______ 119,734,663 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 28,571,429 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementWarrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 225,000,000 shares of authorized Common Stock, of which _______ [ ] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 400,066,666 shares of authorized Common Stock, of which _______ (A) 11,073,731 shares of Common Stock are issued and outstanding, and (iiB) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 21,000,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (C) 210,000,000 shares are reserved for issuance upon redemption of any Warrants the Underwriter may acquire Series A Preferred Stock, (D) 150,000 shares of Common Stock are issuable upon exercise of its over-allotment option described previously issued and outstanding warrants, and (E) 859,164 shares of Common Stock are reserved for issuance upon exercise of an equity incentive plan, and (ii) 15,000,000 shares of preferred stock, $0.01 par value per share, of which 1,050,000 shares have been designated as shares of Series A Preferred Stock, which are issuable in connection with the Registration StatementSeries A Offerings. Except as disclosed in As of the Registration Statementdate hereof, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company, other than the rights of holders of OP Units to convert their OP Units into shares of Common Stock. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Global Warrant Certificates Certificate or certificates evidencing Common Stock upon exercise of the WarrantsWarrant Shares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of a Global Warrant Certificates Certificate or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the OfferingApril 25, 2025, the authorized capital stock of the Company consists of (i) 125,000,000 25,000,000 shares of authorized Common Stock, of which _______ 2,916,829 shares are issued and outstanding and 582,233 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive and not more than 255,230 shares of any Warrants the Underwriter may acquire Common Stock are reserved for issuance upon exercise of its over-allotment option described in the Registration Statementemployee stock. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon Warrants and Warrant Shares. The Company shall provide an opinion of counsel prior to the Issuance Date to set up a reserve of Warrants and Warrant Shares. The opinion shall state that: (i) the Warrants and the Warrant Shares are registered under the Securities Act, or are exempt from such registration, and all appropriate state securities law filings have been made with respect to the Warrants and the Warrant Shares; (ii) the Warrants are duly authorized, and, when issued and distributed by the Company in accordance with and in the manner described in the registration statement and the prospectus supplement, the Warrants will be validly issued, fully paid and non-assessable; and (iii) the Warrant Shares are duly authorized, and, when issued and sold by the Company and delivered by the Company against receipt of the exercise of price therefor, in accordance with and in the manner described in the registration statement, the prospectus supplement and the Warrants, will be validly issued, fully paid and non-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrants or Warrant Certificates or certificates evidencing Common Stock upon exercise of the WarrantsShares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock Warrant Shares upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stock, of which _______ 20,778,962 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 5,447,561 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (ii) 10,000,000 shares of any Warrants preferred stock, none of which are issued and outstanding; and (iii)6,042,895 shares of Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementCompany’s stock plan, under which options to purchase 4,023,119 shares are issued and outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 499,000,000 shares of authorized Common Stock, of which _______ 31,180,603 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 8,445,264 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (ii) 1,000,000 shares of any Warrants preferred stock, none of which are issued and outstanding; (iii) 5,732,950 shares of Common Stock are available for issuance to employees, consultants and directors pursuant to the Underwriter may acquire upon exercise Company’s stock incentive plans, under which options to purchase 2,164,235 shares are issued and outstanding; and (iv) 4,149,633 shares of its over-allotment option described Common Stock are reserved for exchange for NHL Exchangeable Special Shares of Novo Healthnet Limited, a wholly owned subsidiary of the Company, which were issued in the Registration Statementconnection with various acquisitions. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 four hundred and ninety million (490,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 145,331,495 shares of Common Stock are issued and outstandingoutstanding as of December 31, 2018, and (ii) 5,000,000 ten million (10,000,000) shares of authorized preferred stock stock, par value $0.001 per share, of which 0 no shares are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a legally valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute legally valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will the Company shall cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (dc) The Warrant Agent will create a special account for the issuance reserve account, into which shall be reserved such number of shares of Common Stock that are issuable upon the exercise of the Warrants in full, and from such reserve account the Common Stock shall be issued upon the exercise of Warrants. (ed) The Company further covenants and agrees that it will the Company shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock the Warrant Shares upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the a Holder of the Warrant Certificate evidencing the Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock Warrant Shares upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction of the Company and the Warrant Agent that no such tax or governmental charge is due. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Agreement or any Warrant that requires the payment of taxes and/or charges unless and until the Warrant Agent is reasonably satisfied that all such payments have been made.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This (i)This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; hereof: in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ii) this Agreement has been duly authorized, executed and delivered by the Warrant Agent and, assuming due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding obligation of the Warrant Agent enforceable against the Warrant Agent in accordance with its terms . (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. If at any time following the original issue date of the Warrants and while any of the Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrants at least 100% of the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (without regard to any limitations on exercise) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall promptly deliver a notice to the Holder specifying the number of shares unavailable to satisfy its obligations under the Warrants and shall take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure (the “Authorized Share Failure Deadline”), and if such Authorized Share Failure still exists, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and use commercial reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and, subject to the exercise of its fiduciary duties, its board of directors shall recommend to the stockholders that they approve such proposal. In the event that upon any exercise of a Warrant at any time from and after the Authorized Share Failure Deadline, the Company does not have sufficient authorized shares to deliver in satisfaction of such exercise, then unless the Holder elects to void such exercise, the Company shall pay to the Holder within three (3) trading days of the applicable exercise, cash in an amount equal to the product of (i) the number of Warrant Shares that the Company is unable to deliver pursuant hereto and (ii) the value of such portion of the Warrant relating to such Warrant Shares based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day prior to the date of the applicable Notice of Exercise and reflecting (x) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the applicable date of determination and the Expiry Time and (y) an expected volatility equal to the lesser of 100% and the 60-day volatility obtained from the HVT function on Bloomberg, L.P. as of the trading day immediately following the applicable date of determination. (dc) The Warrant Agent will create a special account for the issuance of the shares of Common Stock to be issued upon the exercise conversion of Warrants. The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized and issued, and be fully paid and nonassessable. (ed) The Company further covenants and agrees that it will pay pay-when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates Warrants or certificates evidencing shares of Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder registered holder of the Warrant Certificate Warrants evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s or to the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due. The Warrant Agent shall not be required to pay any tax or charge required to be paid in connection with any transfer involved in the issuance of the Common Shares upon the exercise of Warrants.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 30,000,000 shares of authorized Common Stock, of which _______ 20,140,872 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 3,000,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive and not more than 1,779,408 shares of any Common Stock are reserved for issuance upon vesting of employee stock grants and (ii) 5,000,000 shares of preferred stock, $0.50 par value per share, of which no shares are outstanding. Other than the Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statementand outstanding unvested employee stock grants, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock to be issued upon the conversion of Warrant Certificates. The Company shall provide an opinion of counsel on or prior to the Effective Date to set up the reserve of Common Stock. The opinion shall state, subject to customary qualifications and limitations, that the shares of Common Stock to be issued upon exercise of the Warrants: (1) have been registered under the Securities Act of 1933, as amended; and (2) when issued and delivered to and paid for by the Warrant holder in accordance with the terms of this Agreement and the Warrant Certificate, will be validly issued, fully paid and nonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the such Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due. (f) With respect to the Shelf Registration Statement, the Company and the Warrant Agent, as applicable, agree as follows: (i) The Company represents and warrants that the Securities and Exchange Commission has declared the Shelf Registration Statement effective. (ii) The Company shall use commercially reasonable efforts to cause a Shelf Registration Statement to remain effective until the earlier of (1) such time as all Warrants have been exercised and (2) the Expiration Date. The Company shall promptly inform the Warrant Agent of any change in the status of the effectiveness or availability of the Shelf Registration Statement. Notwithstanding the foregoing, the Company shall be entitled to suspend the availability of the Shelf Registration Statement from time to time during any consecutive 365-day period for a total not to exceed 90 days during such consecutive 365-day period if the Company’s Board of Directors determines in the exercise of its reasonable judgment that such suspension is necessary in order to comply with applicable laws and provides notice to the Warrant Agent that such determination was made. (iii) The Warrant Agent agrees that concurrently with the issuance of Warrant Certificates to any Holder and upon exercise of Warrants by any Holder, the Warrant Agent shall (unless otherwise instructed by the Company in writing) deliver a prospectus relating to the Warrant Shares (a “Prospectus”) to such Holder or such other notice or communication regarding the Warrants or shares of Common Stock issuable upon exercise of Warrants as the Company may instruct. The Company shall furnish to the Warrant Agent sufficient copies of such Prospectus or such other notice or communication to satisfy this obligation. (iv) Notwithstanding the foregoing, no beneficial owner of Warrants or Holder shall have any recourse against the Company for any failure of the Shelf Registration Statement to be effective or in respect of any other restrictions on exercise imposed by the Company.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Pre-Funded Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Pre-Funded Warrants. (dc) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Pre-Funded Warrants. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Pre-Funded Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Pre-Funded Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Pre-Funded Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 eighty million (80,000,000) shares of authorized Common Stockcommon stock, of which __approximately _____ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 ___ shares of authorized preferred stock of which 0 Common Stock are issued and outstanding. As reserved for issuance upon exercise of the date hereof there are ___Warrants and ____ shares of Common Stock are reserved for issuance upon exercise conversion of the Warrants inclusive outstanding preferred stock, and (ii) twenty million (20,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich ____ shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 95,000,000 shares of authorized Common Stock, of which _______ approximately 3,838,483 shares of Common Stock are issued and outstandingoutstanding as of August 8, 2019, 288,183 shares of Common Stock are issuable upon the exercise of stock options, 1,543,596 shares of Common Stock are issuable upon the exercise of outstanding warrants, 491,817 shares of Common Stock reserved for future issuance under our 2017 Omnibus Equity Incentive Plan, 7,813 shares of Common Stock are issuable upon exchange of Exchangeable Shares of 0959456 B.C. Ltd., a British Columbia corporation and [_______] shares of Common Stock are reserved for issuance upon exercise of the Warrants; and (ii) 5,000,000 shares of authorized preferred stock stock, par value $0.001 per share, of which 0 278,530 shares of Series A Preferred Stock, 648,613 shares of Series B Preferred Stock, and one share of Special Voting Preferred Stock are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 three million (3,000,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 80,391,874 shares of Common Stock are issued and outstanding, outstanding and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 4,500,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) 50,000,000 shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.0001 per share, of its over-allotment option described in the Registration Statementwhich 5,875,000 shares of Series A preferred and 570,000 shares of Series C preferred are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options options, or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.the

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 [ ] ([ ],000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 9,699,898 shares of Common Stock are issued and outstandingoutstanding as of December 31, 2022, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) [ ] million ([ ],000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Series A Warrants and Pre-Funded Warrants. Immediately following the Capital Event, the Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Series B Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 two hundred and fifty million (250,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 562,146 shares of Common Stock are issued and outstandingoutstanding as of December 31, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 2022, 3,922 shares of Common Stock reserved for future issuance upon exercise under our 2020 Equity Incentive Plan as of December 31, 2022, and 640,131 shares of common stock reserved for future issuance under outstanding common stock warrants (not including the Warrants) as of December 31, 2022; and (ii) one hundred and thirty million (130,000,000) shares of preferred stock, par value $0.01 per share, of which 3,104 shares of common stock are reserved for issuance on conversion of 26 shares of the Warrants inclusive Series B Preferred Stock, 338 shares of any Warrants common stock are reserved for issuance on conversion of 50 shares of the Underwriter may acquire upon exercise Series C Preferred Stock, and 13,641 shares of its over-allotment option described in common stock reserved for issuance on conversion of 206 shares of the Registration StatementSeries D Preferred Stock, are issued and outstanding as of December 31, 2022. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Class C, Class D Warrants and Pre-Funded Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (ec) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 one hundred twenty five million (125,000,000) shares of authorized Common Stockcommon stock, of which approximately [_______ ] shares of Common Stock are issued and outstandingoutstanding as of [_], 2022, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [_______ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) ten million (10,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.0001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 50,000,000 shares of authorized Common Stock, of which _______ 6,390,372 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [_______ _____] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) 5,000,000 shares of any Warrants the Underwriter may acquire upon exercise preferred stock, of its over-allotment option described in the Registration Statementwhich 0 shares are issued and outstanding. Except for awards granted pursuant to an equity incentive plan or as otherwise disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 225,000,000 shares of authorized Common Stock, of which _______ [13,586,405] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) [7,500] shares of any Warrants Preferred Stock, of which no shares are issued and outstanding, and [_______________] shares of Common Stock are reserved for issuance upon conversion of the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementPreferred Stock. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account reserve for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the OfferingSeptember 30, 2016, the authorized capital stock of the Company consists of (i) 125,000,000 400,066,666 shares of authorized Common Stock, of which _______ (A) 24,681,281 shares of Common Stock are issued and outstanding, and (iiB) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 47,623,720 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (C) adequate shares are reserved for issuance upon redemption of any Warrants the Underwriter may acquire Series A Preferred Stock, and (D) 1,977,113 shares of Common Stock are reserved for issuance upon exercise of its over-allotment option described an equity incentive plan, and (ii) 15,000,000 shares of preferred stock, $0.01 par value per share, of which 3,050,000 shares have been designated as shares of Series A Preferred Stock, which are issuable in connection with the Registration StatementSeries A Offerings. Except as disclosed in As of the Registration Statementdate hereof, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company, other than the rights of holders of OP Units to convert their OP Units into shares of Common Stock. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Global Warrant Certificates Certificate or certificates evidencing Common Stock upon exercise of the WarrantsWarrant Shares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of a Global Warrant Certificates Certificate or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 200,000,000 shares of authorized Common Stock, of which _______ [55,182,174] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive up to 23,561,356 shares issuable upon the exercise of any Warrants the Underwriter may acquire other outstanding warrants and not more than 4,025,000 shares of Common Stock are reserved for issuance upon exercise of its over-allotment option described in the Registration Statementemployee stock options and (ii) 40,000,000 shares of preferred stock, $0.0001 par value per share, of which no shares are outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants.. The Company shall provide an opinion of counsel prior to the Initial Exercise Date to set up the reserve of Common Stock. The opinion shall state that all shares of Common Stock underlying the Warrants, upon payment of the exercise price, in accordance with the terms of the Warrants are: (1) registered under the Securities Act of 1933, as amended, and all appropriate State securities law filings have been made with respect to the Common Stock; and (2) validly issued, fully paid and non-assesable (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ approximately shares of Common Stock are issued and outstandingoutstanding as of April , 2024, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, of its over-allotment option described in the Registration Statementwhich are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering[•], 2024, the authorized capital stock of the Company consists of (i) 125,000,000 200,000,000 shares of authorized Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock (the “Preferred Stock”), par value $0.0001 per share, of which _______ [•] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 nil shares of authorized preferred stock of which 0 Preferred Stock are issued and outstanding. As of the date hereof there are _______ , [•] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and [•] shares of any Warrants Common Stock are reserved for issuance upon the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statementother outstanding warrants and stock options. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon Warrants and Warrant Shares. The Company shall provide an opinion of counsel prior to the Issuance Date to set up a reserve of Warrants and Warrant Shares. The opinion shall state that: (i) the Warrants and the Warrant Shares are registered under the Securities Act, or are exempt from such registration; (ii) the Warrants are duly authorized, and, when issued and distributed by the Company in accordance with and in the manner described in this Agreement, the Warrants will be validly issued, fully paid and non-assessable; and (iii) the Warrant Shares are duly authorized, and, when issued and sold by the Company and delivered by the Company against receipt of the exercise of price therefor, in accordance with and in the manner described in the Warrants, will be validly issued, fully paid and non-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrants or Warrant Certificates or certificates evidencing Common Stock upon exercise of the WarrantsShares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock Warrant Shares upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) (i) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; hereof: in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (ii) this Agreement has been duly authorized, executed and delivered by the Warrant Agent and, assuming due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding obligation of the Warrant Agent enforceable against the Warrant Agent in accordance with its terms. (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will use its reasonable best efforts to cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. The Company covenants and agrees that, from February 16, 2017 until the earliest to occur of (A) the exercise in full of the Warrants and (B) the Expiry Time: (i) any shares of Common Stock authorized for issuance by the Company, but not reserved for issuance as of February 10, 2017, shall first be reserved for issuance for purposes of permitting the exercise of the Warrants in full, up to such amount necessary to permit the exercise of the Warrants in full; and (ii) at any time there is not a sufficient number of authorized and unissued shares of Common Stock to permit the exercise of the Warrants in full, the Company may not issue or reserve for issuance shares of Common Stock for any purpose other than for the exercise of the Warrants in full (unless such shares are reserved for issuance as of February 10, 2017, in which case they may be issued in accordance with the terms of any equity compensation plan or other agreement pursuant to which they are being reserved). The Holders acknowledge that, as of the date of this Agreement, there are not sufficient shares of Common Stock reserved for the issuance of the Warrants in full, and the Warrants may only be exercised at any time up to the then available shares of Common Stock authorized and reserved for issuance upon the exercise of the Warrants. (dc) The Warrant Agent will create a special account for the issuance of the shares of Common Stock to be issued upon the exercise conversion of Warrants. The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price per such Warrant Share in accordance with the terms hereof, be duly and validly authorized and issued, and be fully paid and nonassessable. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates Warrants or certificates evidencing shares of Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the registered Holder of the Warrant Certificate Warrants evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s or to the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due. The Warrant Agent shall not be required to pay any tax or charge required to be paid in connection with any transfer involved in the issuance of the Warrant Shares upon the exercise of Warrants.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 200,000,000 shares of authorized Common Stock, of which _______ (A) [●] shares of Common Stock are issued and outstanding, and (iiB) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [●] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (C) [●] shares of any Warrants the Underwriter may acquire Common Stock are reserved for issuance upon exercise of its over-allotment option described in other warrants to purchase shares of Common Stock, and (D) [●] shares of Common Stock are reserved for issuance to employees, consultants and directors pursuant to the Registration StatementCompany’s stock incentive plans; and (ii) 10,000,000 shares of preferred stock, none of which are issued and outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (ca) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (eb) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Pre-Funded Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Pre-Funded Warrants. (dc) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Pre-Funded Warrants. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Pre-Funded Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Pre-Funded Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Pre-Funded Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Agreement or any Warrant that requires the payment of taxes and/or charges unless and until the Warrant Agent is reasonably satisfied that all such payments have been made. (e) The Company shall provide to the Warrant Agent an opinion of counsel, which shall state that all Warrants or Warrant Shares, as applicable, (i) were offered, sold or issued as part of an offering that was registered in compliance with the Securities Act of 1933, as amended or pursuant to an exemption from the registration requirements of the 1933 Act, as amended (as the case may be), (ii) were issued in compliance with all applicable state securities or “blue sky” laws, and (iii) are validly issued, fully paid and non-assessable.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (ec) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates Certificate or certificates evidencing Common Stock upon exercise of the WarrantsWarrant Shares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of a Warrant Certificates Certificate or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or ), and the Company can refrain from taking any action related thereto until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due. Notwithstanding anything to the contrary contained herein, the Warrant Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment of taxes or charges, unless and until the Warrant Agent is satisfied that all such taxes and/or charges have been paid.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 180,000,000 shares of authorized Common Stockcommon stock, of which _______ 13,389,083 shares of Common Stock are issued and outstandingoutstanding as of August 9, 2021, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) 20,000,000 shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.0001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stockcommon stock, of which _______ approximately [ ] shares of Common Stock are issued and outstandingoutstanding as of [ ], 2021, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) 10,000,000 shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.01 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding as of [ ], 2021. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and each of the Warrants have has been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementStatement and in accordance with the terms of each of the Warrants, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized [ ] Common StockShares, of which _______ shares of [ ] Common Stock Shares are issued and outstanding, outstanding and (ii) 5,000,000 shares of authorized preferred stock of which 0 [ ] Common Shares are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementWarrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants[Reserved]. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 80,000,000 shares of authorized Common Stockcommon stock, of which _______ approximately [ ] shares of Common Stock are issued and outstandingoutstanding as of March 31, 2020, and [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants, and (ii) 5,000,000 shares of authorized preferred stock stock, par value $0.0001 per share, of which 0 no shares are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 one hundred million (100,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 7,265,815 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) ten million (10,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account reserve for the shares of common stock for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 200,000,000 shares of authorized Common Stock, of which _______ 6,102,635 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 50,000,000 shares of authorized preferred stock of which 0 9,417,000 are issued and outstandingoutstanding designated as Series A Preferred; 6,600,000 shares are issued and outstanding designated as Series B Preferred; 101.733 shares are issued and outstanding designated as Series C Preferred; and 9,364,000 of which are designated as Series D Preferred Stock, par value $0.001 per share. As of the date hereof there are _______ 13,800,000 shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 50,000,000 shares of authorized Common Stockcommon stock, of which approximately [_______ ] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares outstanding as of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [___], 2022, and [____ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) 15,000,000 shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.00001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the OfferingJuly 29, 2013, the authorized capital stock of the Company consists of (i) 125,000,000 10,000,000 shares of authorized Common Stock, of which _______ 2,657,454 shares are issued and 2,596,205 shares are outstanding, 519,241 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive and not more than 590,000 shares of any Warrants the Underwriter may acquire Common Stock are reserved for issuance upon exercise of its over-allotment option described in the Registration Statementemployee stock. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon Warrants and Warrant Shares. The Company shall provide an opinion of counsel prior to the Issuance Date to set up a reserve of Warrants and Warrant Shares. The opinion shall state that: (i) the Warrants and the Warrant Shares are registered under the Securities Act, or are exempt from such registration; (ii) the Warrants are duly authorized, and, when issued and distributed by the Company in accordance with and in the manner described in the registration statement and the prospectus supplement, the Warrants will be validly issued, fully paid and non-assessable; and (iii) the Warrant Shares are duly authorized, and, when issued and sold by the Company and delivered by the Company against receipt of the exercise of price therefor, in accordance with and in the manner described in the registration statement, the prospectus supplement and the Warrants, will be validly issued, fully paid and non-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrants or Warrant Certificates or certificates evidencing Common Stock upon exercise of the WarrantsShares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock Warrant Shares upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s 's reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 One-hundred and Seventy-Five Million (175,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 9,130,984 shares of Common Stock are issued and outstandingoutstanding as of December 31, 2019, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) Ten million (10,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich 671 shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stock, of which _______ 15,082,771 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 14,087,080 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (ii) 5,000,000 shares of any Warrants preferred stock, none of which are issued and outstanding, and zero shares of Common Stock are reserved for issuance upon conversion of the Underwriter may acquire upon exercise Preferred Stock; and (iii) 1,294,421 shares of its over-allotment option described in Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Registration StatementCompany’s stock plan, under which options to purchase 354,452 shares are issued and outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock1,000,000,000 common shares, of which _______ approximately [ ] shares of Common Stock are issued and outstandingoutstanding as of [ ], 2022, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) one million (1,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company.Company.1 (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 350,000,000 shares of authorized Common Stock, of which [_______ ] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [_______ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (ii) 5,000,000 shares of any Warrants preferred stock, [___] shares of which is issued and outstanding; and (iii) [ ] shares of Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementCompany’s stock plan, under which options to purchase [__] shares are issued and outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stock, of which [_______ ] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [_______ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (ii) 10,000,000 shares of any Warrants preferred stock, none of which is issued and outstanding; and (iii) 4,300,000 shares of Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementCompany’s stock plan, under which options to purchase [__] shares are issued and outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stock, of which _______ 2,330,399 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [_______ _] shares of Common Stock are reserved for issuance upon exercise of the Warrants, 426,521 shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive other warrants and [_______] shares are reserved for issuance in connection with the Offering; (ii) 10,000,000 shares of any Warrants preferred stock, 500,000 of which are issued or reserved for future issuance and convertible into 75,000 shares of Common Stock upon conversion, subject to rounding (represents shares of preferred stock held back in connection with potential indemnification claims by the Underwriter may acquire upon exercise Company); and (iii) 125,000 shares of its over-allotment option described in Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Registration StatementCompany’s stock plan, under which awards for 25,000 shares are issued and outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the OfferingOctober 15, 2020, the authorized capital stock of the Company consists of (i) 125,000,000 10,000,000 shares of authorized Common Stock, of which _______ 5,213,320 shares are issued and 5,213,320 shares are outstanding, 1,051,664 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive and not more than 417,787 shares of any Warrants the Underwriter may acquire Common Stock are reserved for issuance upon exercise of its over-allotment option described in the Registration Statementemployee stock. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon Warrants and Warrant Shares. The Company shall provide an opinion of counsel prior to the Issuance Date to set up a reserve of Warrants and Warrant Shares. The opinion shall state that: (i) the Warrants and the Warrant Shares are registered under the Securities Act, or are exempt from such registration, and all appropriate state securities law filings have been made with respect to the Warrants and the Warrant Shares; (ii) the Warrants are duly authorized, and, when issued and distributed by the Company in accordance with and in the manner described in the registration statement and the prospectus supplement, the Warrants will be validly issued, fully paid and non-assessable; and (iii) the Warrant Shares are duly authorized, and, when issued and sold by the Company and delivered by the Company against receipt of the exercise of price therefor, in accordance with and in the manner described in the registration statement, the prospectus supplement and the Warrants, will be validly issued, fully paid and non-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrants or Warrant Certificates or certificates evidencing Common Stock upon exercise of the WarrantsShares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock Warrant Shares upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 two-hundred million (200,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately [***] shares of Common Stock are issued and outstandingoutstanding as of [***], 2024, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [***] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) twenty million (20,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.00001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 1,000,000,000 shares of authorized Common Stock, of which _______ 72,773 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the CompanyCompany as of the date hereof. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementStatement and the Prospectus Supplement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 three hundred million (300,000,000) shares of authorized Common Stock, of which _______ approximately 5,685,197 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As outstanding as of the date hereof there are _______ of this Agreement (which does not include the Shares), and 790,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) five million (5,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.0001 per share, of its over-allotment option described in the Registration Statementwhich 3,600 shares of 7.00% Series A Cumulative Redeemable Preferred Stock, 200 shares of 7.00% Series B Convertible Preferred Stock and 15,000 shares of 7.00% Series C Convertible Preferred Stock are issued and outstanding. Except as disclosed in the Registration StatementStatement and the Prospectus Supplement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 400,000,000 shares of authorized Common Stock, of which _______ as of the date hereof, 351,220 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 624 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of outstanding options issued under the Warrants inclusive of any Warrants the Underwriter may acquire Company’s stock option plans, 313 shares are reserved for issuance upon exercise of its over-allotment option described in outstanding options issued pursuant to the Registration Statementemployment inducement award exemption provided by Nasdaq Listing Rule 5635(c)(4), 21,528 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Stock, and (ii) 210 shares of convertible preferred stock, convertible into 1 share of Common Stock. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the CompanyCompany except as set forth in reports filed by the Company with the Securities and Exchange Commission. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s 's and the Warrant Agent's reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 350,000,000 shares of authorized Common Stock, of which _______ 48,935,318 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock stock, par value $0.01 per share, of which 0 250,000 are designated Series A Junior Participating Preferred Stock, of which none are issued and outstanding, and 10,000 are designated Series B Convertible Preferred Stock, of which none are issued and outstanding. As of the date hereof there are _______ 40,000,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementWarrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 four hundred and fifty million (450,000,000) shares of authorized Common Stockcommon stock, of which _______ seventy million (70,000,000) shares of Common Stock are issued and outstandingoutstanding as of December 31, 2021, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) fifty million (50,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.0001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stock, of which _______ 916,265 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 224,975 shares of authorized preferred stock of which 0 Common Stock are issued and outstanding. As reserved for issuance upon exercise of the date hereof there are _______ Warrants, 390,496 shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive other warrants and 654,990 shares are reserved for issuance in connection with the Offering; (ii) 10,000,000 shares of any Warrants preferred stock, 4,188,738 of which are issued or reserved for future issuance and convertible into 628,314 shares of Common Stock upon conversion (includes convertible notes convertible into preferred stock and shares of preferred stock held back shares in connection with potential indemnification claims by the Underwriter may acquire upon exercise Company); and (iii) 75,000 shares of its over-allotment option described in Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Registration StatementCompany’s stock plan, under which awards for 25,000 shares are issued and outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 seven hundred fifty million (750,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 2,980,051 shares of Common Stock are issued and outstandingoutstanding as of December 27, 2021 immediately prior to the Offering, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 7,000,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) five million (5,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 15,000,000 shares of authorized Common Stock, of which _______ 1,575,246 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 no shares are issued and outstanding. As of the date hereof there are ___________ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 20,000,000 shares of authorized Common Stock, of which _______ 2,335,090 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ not more than 661,689 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive employee stock options and (ii) 2,500,000 shares of any Warrants the Underwriter may acquire upon exercise preferred stock, no par value per share, of its over-allotment option described in the Registration Statementwhich no shares are outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. The Company currently does not have enough shares of common stock authorized to accommodate the exercise of all the Warrants and will seek shareholder approval to increase the number of authorized shares of common stock. In the event that shareholders fail to approve an amendment to the Company’s articles of incorporation to increase the total number of shares of common stock authorized prior to the Exercisability Date, the Company will continue to seek shareholder approval of an increase in the number of authorized common stock on at least a yearly basis until such approval is obtained. (c) The Company covenants and agrees that upon receiving approval from the shareholders to increase the number of shares of authorized common stock, that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the Company’s authorized capital stock of the Company consists of 150,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, $0.01 par value per share. As of ________________, 2024, there were (i) 125,000,000 shares of authorized Common Stock, of which _____________ shares of Common Stock are issued and outstanding, outstanding and (ii) 5,000,000 _____________ shares of authorized preferred stock of which 0 are issued and Series B Preferred Stock outstanding. As In addition, as of the date hereof ________________, 2024, there are were: ● _____________ shares of Common Stock issuable upon the exercise of stock options outstanding; ● _____________ shares of common stock for outstanding unvested restricted stock units; ● _____________ shares of common stock issuable upon the exercise of warrants outstanding; ● _____________ shares of common stock issuable upon the conversion of our Series B Preferred Stock; ● _____________ shares of common stock issuable upon the conversion of our outstanding Senior Convertible Notes; ● _____________ shares of common stock issuable upon the conversion of our outstanding Unsecured Convertible Notes; and ● _____________ shares of common stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statementunder our equity compensation plans. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 200,000,000 shares of authorized Common Stock, of which _______ [80,072,900] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares [35,714,285] share of authorized preferred stock of which 0 Common Stock are issued reserved for issuance in the Offering, and outstanding. As of the date hereof there are _______ (iii) [35,714,284] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementWarrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account reserve for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 one hundred million (100,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 6,476,844 shares of Common Stock are issued and outstandingoutstanding as of April 24, 2024, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [_______ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) ten million (10,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 two hundred and fifty million (250,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 128,539,418 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As outstanding as of the date hereof there are _______ hereof, and [∙] ([∙]) shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) ten million (10,000,000) shares of any Warrants preferred stock, par value $0.001 per share, of which 1,401,786 Series A Preferred Shares are issued and outstanding as of the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statementdate hereof. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital common stock of the Company consists of (i) 125,000,000 30,000,000 shares of authorized Common Stock, of which _______ shares [●] of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [●] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Company’s outstanding options and warrants, [●] shares of any Warrants Common Stock are reserved for issuance upon conversion of the Underwriter may acquire Company’s other outstanding derivative securities, including, without limitation, 1,495,000 shares of Common Stock are reserved for issuance upon exercise of its over-allotment option described in the Registration StatementWarrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance reserve account, into which shall be reserved such number of shares of Common Stock that are issuable upon the exercise of the Warrants in full, and from such reserve account shall the Common Stock be issued upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed executed, and delivered by the Company and, assuming due authorization, execution execution, and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed executed, and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 [*] shares of authorized Common Stock, of which _______ [*] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [*] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (ii) [*] shares of any Warrants preferred stock, [*] of which are issued and outstanding and [*] shares of Common Stock are reserved for issuance upon conversion of the Underwriter may acquire upon exercise Preferred Stock; and (iii) [*] shares of its over-allotment option described in Common Stock are authorized for issuance to employees, consultants, and directors pursuant to the Registration StatementTenon Medical, Inc. 2022 Equity Incentive Plan, under which options to purchase [*] shares are issued and outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options options, or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (ec) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Global Warrant Certificates Certificate or certificates evidencing Common Stock upon exercise of the WarrantsWarrant Shares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of a Global Warrant Certificates Certificate or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due. Notwithstanding anything to the contrary contained herein, the Warrant Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment of taxes or charges, unless and until the Warrant Agent is satisfied that all such taxes and/or charges have been paid.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 two hundred million (200,000,000) shares of authorized Common Stockcommon stock, of which approximately [_______ _] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares outstanding as of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [_______ _], 2022, and [_______] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) twenty million (20,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.00001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 200,000,000 shares of authorized Common Stock, of which [_______ ] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent covenants and agrees that it will create a special account the reserve in accordance with Section 9(c) hereof for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 [__] shares of authorized Common Stockcommon stock, par value $0.00001 per share, of which approximately [_______ ] shares of Common Stock common stock are issued and outstandingoutstanding as of [__], 202[__], and (ii) 5,000,000 [ ] shares of authorized preferred common stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) [__] preferred shares, par value [__] per share, of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock Warrant Shares upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock Warrant Shares upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock Warrant Shares upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stock, of which [_______ __] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [_______ _____] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) 5,000,000 shares of any Warrants the Underwriter may acquire upon exercise preferred stock, of its over-allotment option described in the Registration Statementwhich 0 shares are issued and outstanding. Except for awards granted pursuant to an equity incentive plan or as otherwise disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stock, of which _______ 7,103,973 shares of Common Stock are were issued and outstanding, and (ii) 5,000,000 10,000,000 shares of authorized undesignated preferred stock stock, par value $0.001 per share, none of which 0 are were issued and outstanding. As of the date hereof there are _______ 2,545,454 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementWarrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Pre-Funded Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 300,000,000 shares of authorized Common Stock, of which the Company has no more than ________ shares of its Common Stock are issued and outstandingoutstanding or reserved for issuance, and (ii) 5,000,000 10,000,000 shares of authorized preferred stock stock, par value $0.0001 per share, none of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Pre-Funded Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Pre-Funded Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Pre-Funded Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Pre-Funded Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Pre-Funded Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company.[RESERVED] (c) The Company covenants and agrees that that, as of the date of Stockholder Approval (as such term is defined in the Warrant Certificate), it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) The Company makes the following representations, warranties, and covenants to the Warrant Agent: (b) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (bc) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 75,000,000 shares of authorized Common Stock, of which _______ 20,494,208 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 17,550,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive and (ii) 10,000,000 shares of any Warrants the Underwriter may acquire upon exercise preferred stock, $0.0001 par value per share, of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there which no shares are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Companyoutstanding. (cd) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (de) The Warrant Agent Company covenants and agrees that it will create a special account for the issuance take all such actions as may be necessary to insure that all shares of Common Stock delivered upon the exercise of WarrantsWarrants shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price as contemplated by Section 6, be duly authorized, validly issued, fully paid and non-assessable. (ef) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder registered holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due. The Warrant Agent will be advised by the Company when it has been reasonably satisfied with regards to such charge.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 five hundred million (500,000,000) shares of authorized Common Stockcommon stock, par value $0.001 per share, of which _______ approximately [ ] shares of Common Stock are issued and outstandingoutstanding as of October [ ], 2021, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) one hundred million (100,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich there are thirteen million (13,000,000) shares of preferred stock issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stock, of which _______ 15,957,396 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 15,384,615 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, (ii) 5,000,000 shares of any Warrants preferred stock, none of which are issued and outstanding; and (iii) 2,308,216 shares of Common Stock are authorized for future issuance to employees, consultants and directors pursuant to the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementCompany’s equity inventive plans, and options to purchase 397,127 shares are issued and outstanding and there are also 1,376,016 unvested restricted stock units outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for reserve from the Company’s authorized Common Stockfor the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 400,000,000 shares of authorized Common Stock, of which _______ approximately 78,370,584 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As outstanding as of the date hereof there are _______ following the offering, and 6,818,182 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) 10,000,000 shares of any Warrants preferred stock, par value $0.0001 per share, of which no shares of Preferred Stock are issued and outstanding as of the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statementdate hereof. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 one hundred twenty five million (125,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 24,750,011 shares of Common Stock are issued and outstandingoutstanding as of April 12, 2022, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 33,519,394 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) ten million (10,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.0001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ 21,203,744 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 43,700,000 shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 900,000,000 shares of authorized Common Stock, of which _______ (A) 87,676,197 shares of Common Stock are issued and outstanding, and (iiB) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 9,000,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) 100,000,000 shares of any Warrants preferred stock, $0.001 par value per share, of which up to 36,000,000 shares are designated as Preferred Stock and are issuable in connection with the Underwriter may acquire upon exercise Offering. As of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statementdate hereof, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasuryStock, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Global Warrant Certificates Certificate or certificates evidencing Common Stock upon exercise of the WarrantsWarrant Shares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of a Global Warrant Certificates Certificate or the issuance or delivery of certificates for Common Stock Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stock, of which _______ 44,494,631 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 40,000,000 shares of authorized undesignated preferred stock stock, par value $0.0001 per share, 30,000 of which 0 are issued designated Series A Junior Participating Preferred Stock and outstanding135 of which are designated Series F Convertible Preferred Stock. As of the date hereof there are _______ 31,940,324 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementWarrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 250,000,000 shares of authorized Common Stock, of which _______ 2,434,008 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 130,000,000 shares of authorized undesignated preferred stock stock, par value $0.01 per share, none of which are designated Series A Convertible Preferred Stock, 0 of which are issued and outstanding, and 15,000 of which are designated Series B Preferred Stock, 249 of which are issued and outstanding. As of the date hereof there are _______ 390,883 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementWarrants. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 60,000,000 shares of authorized Common Stock, of which _______ approximately 6,100,263 shares of Common Stock are issued and outstandingoutstanding as of August __, 2023, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.01 per share, of its over-allotment option described in the Registration Statementwhich no shares of Preferred Stock are issued and outstanding as of August __, 2023. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 [ ] shares of authorized Common Stockcommon stock, of which _______ approximately [ ] shares of Common Stock are issued and outstandingoutstanding as of [ ], 2021, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) [ ] shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich [ ] shares are issued and outstanding as of [ ], 2021. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 50,000,000 shares of authorized Common Stock, of which _______ 13,067,426 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 6,312,721 shares of Common Stock are reserved for issuance upon exercise of warrants, (ii) 10,000,000 shares of preferred stock, 7.3735 of which are issued and outstanding and 2,089 shares of Common Stock are reserved for issuance upon conversion of the Warrants inclusive preferred stock; and (iii) 806,005 shares of any Warrants Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementCompany’s stock plan, under which options to purchase 522,066 shares are issued and outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 50,000,000 shares of authorized Common Stock, of which _______ 10,949,389 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [_______ _____] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) 5,000,000 shares of any Warrants the Underwriter may acquire upon exercise preferred stock, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except for awards granted pursuant to an equity incentive plan or as otherwise disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Pre-Funded Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 one billion (1,000,000,000) shares of authorized Common StockStocks, of which _______ 7,927,549 shares issued and outstanding as of July 31, 2023, and up to 5,680 shares of Common Stocks are reserved for issuance under Company’s 2020 Omnibus Incentive Plan as of June 21, 2023, and 5,943,626 shares of Common Stocks are issuable upon the exercise of outstanding warrants (not including the Pre-Funded Warrants) as of June 21, 2023; and (ii) ten million (10,000,000) shares of preferred stock, $0.0001 par value per share, of which 6,300 shares of Series A Convertible Preferred Stock, 1 share of Series B Preferred Stock, and 5,761 shares of Series C Convertible Preferred Stock are issued and outstandingoutstanding as of July 31, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement2023. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Pre-Funded Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Pre-Funded Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Pre-Funded Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Pre-Funded Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 five hundred million (500,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 2,579,448 shares of Common Stock are issued and outstandingoutstanding as of December 31, 2020, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 1,371,428 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) one million (1,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of [(i) 125,000,000 _____ shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) ______ shares of any Warrants the Underwriter may acquire upon exercise preferred stock, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 18,750,000 shares of authorized Common Stock, of which _______ the Company has no more than 8,126,524 shares of its Common Stock are issued and outstandingoutstanding or reserved for issuance, and (ii) 5,000,000 6,250,000 shares of authorized preferred stock stock, par value $0.001 per share, none of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 400,000,000 shares of authorized Common Stock, of which _______ 1,465,496 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 10,362,692 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) 10,000,000 shares of any Warrants preferred stock, of which 5,181,346 shares are issued and outstanding designated as Series A Convertible Preferred Stock, and 5,181,346 shares of Common Stock are reserved for issuance upon conversion of the Underwriter may acquire upon exercise of its over-allotment option described in the Registration StatementPreferred Stock. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 300,000,000 shares of authorized Common Stock, of which 26,940,841 shares of Common Stock are issued and outstanding, and _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive Warrants, (ii) 50,000,000 shares of preferred stock, none of which are issued and outstanding and no shares of Common Stock are reserved for issuance upon conversion of any Warrants the Underwriter may acquire upon exercise preferred stock; and (iii) (A) options to purchase an aggregate of its over3,394,753 shares of our Common Stock, (B) warrants to purchase an aggregate of 16,586,980 shares of our Common Stock, (C) 725,000 shares of our Common Stock underlying unvested restricted stock units and (D) 800,175 shares of our Common Stock reserved for future issuance under our 2022 Long-allotment option described in the Registration StatementTerm Incentive Plan. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This (i)This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; hereof: in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).; (ii) this Agreement has been duly authorized, executed and delivered by the Warrant Agent and, assuming due authorization, execution and delivery hereof by the Company, constitutes a valid and legally binding obligation of the Warrant Agent enforceable against the Warrant Agent in accordance with its terms (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. If at any time following the original issue date of the Warrants and while any of the Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrants at least 100% of the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants then outstanding (without regard to any limitations on exercise) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall promptly deliver a notice to the Holder specifying the number of shares unavailable to satisfy its obligations under the Warrants and shall take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure (the “Authorized Share Failure Deadline”), and if such Authorized Share Failure still exists, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and use commercial reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and, subject to the exercise of its fiduciary duties, its board of directors shall recommend to the stockholders that they approve such proposal. In the event that upon any exercise of a Warrant at any time from and after the Authorized Share Failure Deadline, the Company does not have sufficient authorized shares to deliver in satisfaction of such exercise, then unless the Holder elects to void such exercise, the Company shall pay to the Holder within three (3) trading days of the applicable exercise, cash in an amount equal to the product of (i) the number of Warrant Shares that the Company is unable to deliver pursuant hereto and (ii) the value of such portion of the Warrant relating to such Warrant Shares based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day prior to the date of the applicable Notice of Exercise and reflecting (x) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the applicable date of determination and the Expiry Time and (y) an expected volatility equal to the lesser of 100% and the 60-day volatility obtained from the HVT function on Bloomberg, L.P. as of the trading day immediately following the applicable date of determination. (dc) The Warrant Agent will create a special account for the issuance of the shares of Common Stock to be issued upon the exercise conversion of Warrants. The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized and issued, and be fully paid and nonassessable. (ed) The Company further covenants and agrees that it will pay pay-when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates Warrants or certificates evidencing shares of Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder registered holder of the Warrant Certificate Warrants evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s or to the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due. The Warrant Agent shall not be required to pay any tax or charge required to be paid in connection with any transfer involved in the issuance of the Common Shares upon the exercise of Warrants.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 Two Hundred Million (200,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately [ ] shares of Common Stock are issued and outstandingoutstanding as of January __, 2022, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) Twenty Million (20,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.00001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 330,000,000 shares of authorized Common Stock, consisting of Three Hundred Twelve Million (312,000,000) designated as Voting Common Stock (“Common Stock”) and Eighteen Million (18,000,000) designated as Non-Voting Common Stock (the “Non-Voting Common Stock”) and which _______ (A) 35,726,784 shares of Common Stock are issued and outstanding and (B) 18,000,000 shares of Non-Voting Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 13,412154 shares of Common Stock are reserved for issuance upon exercise of the Public and Private Warrants inclusive of any (excluding Warrants the Underwriter may acquire upon exercise of its over-allotment option described issued in the Registration StatementOffering), (ii) 1,000,000 shares of preferred stock, none of which are issued and outstanding, ; and (iii) 11,515,674 shares of Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Company’s stock plan, under which RSUs and options to purchase 7,911,087 shares are issued and outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementHolders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 62,500,000 shares of authorized Common Stock, of which _______ 39,043,023 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 2,000,000 shares of authorized preferred stock stock, 0 of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statement. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent covenants and agrees that it will create a special account the reserve in accordance with Section 9(c) hereof for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 two hundred and fifty million (250,000,000) shares of authorized Common Stockcommon stock, of which _approximately ______ shares of Common Stock are issued and outstandingoutstanding as of September 30, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _2023, ______ shares of Common Stock reserved for future issuance upon exercise under our 2020 Equity Incentive Plan as of September 30, 2023, and ______ shares of common stock reserved for future issuance under outstanding common stock warrants (not including the Warrants) as of September 30, 2023; and (ii) one hundred and thirty million (130,000,000) shares of preferred stock, par value $0.01 per share, of which ______ shares of common stock are reserved for issuance on conversion of ____ shares of the Warrants inclusive Series B Preferred Stock, _____ shares of any Warrants common stock are reserved for issuance on conversion of ___ shares of the Underwriter may acquire upon exercise Series C Preferred Stock, and ____ shares of its over-allotment option described in common stock reserved for issuance on conversion of ___ shares of the Registration StatementSeries D Preferred Stock, are issued and outstanding as of September 30, 2023. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Class E Warrants, Class F Warrants, and Pre-Funded Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 100,000,000 shares of authorized Common Stockcommon stock, of which _______ approximately 17,642,832 shares of Common Stock are issued and outstandingoutstanding as of July 1, 2024, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 6,208,627 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration Statementissuance. Except as disclosed in the Registration StatementStatement and in the reports filed on ▇▇▇▇▇, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants and the Warrant Agent shall not be required to take any related action until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s and the Warrant Agent’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 one hundred million (100,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 9,608,937 shares of Common Stock are issued and outstandingoutstanding as of September 31, 2022, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) ten million (10,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.0001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 [ ] hundred million ([ ]) shares of authorized Common Stock, of which _______ approximately [ ] shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As outstanding as of the date hereof there are _______ of this Agreement, and [ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) five million (5,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.0001 per share, of its over-allotment option described in the Registration Statementwhich 900 shares of 7.00% Series A Cumulative Redeemable Preferred Stock are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 five hundred million (500,000,000) shares of authorized Common Stockcommon stock, of which approximately [_______ ] shares of Common Stock are issued and outstandingoutstanding as of [__], 2023, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are [_______ ] shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) ten million (10,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich 835,950 shares are issued and outstanding as of [___], 2023. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants[Reserved]. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates, Pre-Funded Warrant Certificates or and certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or Pre-Funded Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate Certificates or Pre-Funded Warrant Certificates evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate or Pre-Funded Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 forty two million (42,000,000) shares of authorized Common Stockcommon stock, of which _______ approximately 20,850,848 shares of Common Stock are issued and outstandingoutstanding as of March 31, 2020, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ 793,103 shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive Warrants, and (ii) twenty million (20,000,000) shares of any Warrants the Underwriter may acquire upon exercise preferred stock, par value $0.001 per share, of its over-allotment option described in the Registration Statementwhich no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and each of the Warrants have and Pre-Funded Warrants has been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration StatementStatement and in accordance with the terms of each of the Warrants and the Pre-Funded Warrants, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 one hundred million (100,000,000) shares of authorized Common Stock, of which _______ 2,746,474 shares are outstanding, 24,406,750 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants inclusive Series C Warrants, subject to Stockholder Approval, 24,406,750 shares of any Warrants the Underwriter may acquire Common Stock are reserved for issuance upon exercise of its overthe Series D Warrants, subject to Stockholder Approval and 22,146,750 shares of Common Stock are reserved for issuance upon exercise of the Pre-allotment option described in Funded Warrants, and (ii) ten million (10,000,000) shares of preferred stock, par value $0.0001 per share, of which 1 share of the Registration StatementCompany’s Series C preferred stock and 106,333 shares of the Company’s Series F preferred stock are issued and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants and Pre-Funded Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants[Reserved]. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or any certificates or book entry statements evidencing shares of Common Stock upon exercise of the Series C Warrants, Series D Warrants or Pre-Funded Warrants, as applicable. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates or book entry statements for shares of Common Stock in a name other than that of the Holder of the applicable Warrant Certificate evidencing Series C Warrants, Series D Warrants or Pre-Funded Warrants surrendered for exercise or to issue or deliver any certificate or book entry statements for shares of Common Stock upon the exercise of any Series C Warrants, Series D Warrants or Pre-Funded Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statementhereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereofhereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offeringhereof, the authorized capital stock of the Company consists of (i) 125,000,000 150,000,000 shares of authorized Common Stock, of which [____________] shares of Common Stock are issued and outstanding, _________ shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued and outstanding. As reserved for issuance upon exercise of the date hereof there are Warrants; up to ____________shares issuable upon the exercise of other outstanding warrants and not more than ____________ shares of Common Stock are reserved for issuance upon exercise of the Warrants inclusive employee stock options and (ii) 20,000,000 shares of any Warrants the Underwriter may acquire upon exercise preferred stock, of its over-allotment option described in the Registration Statementwhich _________ shares are outstanding. Except as disclosed in the Registration Statement, there There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.