Common use of Nature and Purchase of Closing Securities Clause in Contracts

Nature and Purchase of Closing Securities. (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of: (i) 2,117,646 shares (the “Closing Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), as set forth opposite the name of such Underwriter on Schedule I hereof; and (ii) 2,117,646 2024 B Common Stock purchase warrants to purchase up to an aggregate of 50% of the sum of the number of Closing Shares (or 1,058,823 shares of Common Stock) set forth opposite the name of such Underwriter on Schedule I hereto (the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”). The Closing Warrants shall have an exercise price of $17.00 per share, subject to adjustment as provided in that certain 2024 B Warrant Agent Agreement, dated of even date herewith (the “Warrant Agent Agreement”), between the Company and VStock Transfer, LLC, as warrant agent and transfer agent for the Common Stock (the “Transfer Agent”), which governs the terms of the Closing Warrants and Option Warrants (as defined below). (b) It is acknowledged and agreed that although the Closing Securities are described in the Prospectus (as defined below) as units consisting of Closing Shares and Closing Warrants and, as applicable, the Option Shares and Option Warrants (each as defined below), such units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Closing Securities are immediately separable and will be issued separately in the offering contemplated hereby. It is further acknowledged and agreed that the Company is not obligated to apply to list the Closing Warrants or Option Warrants on any national securities exchange or other nationally recognized trading system. (c) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Closing Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The aggregate purchase price for the Closing Securities shall equal the amount set forth opposite the name of such Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one Closing Share and a Closing Warrant shall be $17.00 (the “Combined Purchase Price”) which shall be allocated as $16.99 per Closing Share (the “Share Purchase Price”) and $0.01 per Closing Warrant (the “Warrant Purchase Price”), which represents the combined $17.00 public offering price of the Closing Shares and Closing Warrants, less a 7.0% underwriting discount.

Nature and Purchase of Closing Securities. (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of: (i) 2,117,646 900,000 shares (the “Closing Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), as set forth opposite the name of such Underwriter on Schedule I hereof; and (ii) 2,117,646 2024 B 900,000 Common Stock purchase warrants to purchase up to an aggregate of 50% of the sum of the number of Closing Shares (or 1,058,823 450,000 shares of Common Stock) set forth opposite the name of such Underwriter on Schedule I hereto (the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”). The Closing Warrants shall have an exercise price of $17.00 20.00 per share, subject to adjustment as provided in that certain 2024 B Warrant Agent Agreement, dated of even date herewith (the “Warrant Agent Agreement”), between the Company and VStock Transfer, LLC, as warrant agent and transfer agent for the Common Stock (the “Transfer Agent”), which governs the terms of the Closing Warrants and Option Warrants (as defined below). (b) It is acknowledged and agreed that although the Closing Securities are described in the Prospectus (as defined below) as units consisting of Closing Shares and Closing Warrants and, as applicable, the Option Shares and Option Warrants (each as defined below), such units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Closing Securities are immediately separable and will be issued separately in the offering contemplated hereby. It is further acknowledged and agreed that the Company is not obligated to apply to list the Closing Warrants or Option Warrants on any national securities exchange or other nationally recognized trading system. (c) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Closing Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The aggregate purchase price for the Closing Securities shall equal the amount set forth opposite the name of such Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one Closing Share and a Closing Warrant shall be $17.00 18.60 (the “Combined Purchase Price”) which shall be allocated as $16.99 18.59 per Closing Share (the “Share Purchase Price”) and $0.01 per Closing Warrant (the “Warrant Purchase Price”), which represents the combined $17.00 20.00 public offering price of the Closing Shares and Closing Warrants, less a 7.0% underwriting discount.

Nature and Purchase of Closing Securities. (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of: (i) 2,117,646 [____________] shares (the “Closing Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), as set forth opposite the name of such Underwriter on Schedule I hereof; and (ii) 2,117,646 2024 B [____________] Common Stock purchase warrants to purchase up to an aggregate of 50% of the sum of the number of Closing Shares (or 1,058,823 shares of Common Stock) set forth opposite the name of such Underwriter on Schedule I hereto (the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”). The Closing Warrants shall have an exercise price of $17.00 ____ per share, subject to adjustment as provided in that certain 2024 B Warrant Agent Agreement, dated of even date herewith (the “Warrant Agent Agreement”), between the Company and VStock Transfer, LLC, as warrant agent and transfer agent for the Common Stock (the “Transfer Agent”), which governs the terms of the Closing Warrants and Option Warrants (as defined below). (b) It is acknowledged and agreed that although the Closing Securities are described in the Prospectus (as defined below) as units consisting of Closing Shares and Closing Warrants and, as applicable, the Option Shares and Option Warrants (each as defined below), such units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Closing Securities are immediately separable and will be issued separately in the offering contemplated hereby. It is further acknowledged and agreed that the Company is not obligated to apply to list the Closing Warrants or Option Warrants on any national securities exchange or other nationally recognized trading system. (c) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Closing Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The aggregate purchase price for the Closing Securities shall equal the amount set forth opposite the name of such Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one Closing Share and a Closing Warrant shall be $17.00 [_____] (the “Combined Purchase Price”) which shall be allocated as $16.99 [_____] per Closing Share (the “Share Purchase Price”) and $0.01 per Closing Warrant (the “Warrant Purchase Price”), which represents the combined $17.00 public offering price of the Closing Shares and Closing Warrants, Warrants set forth on the cover page of the Prospectus less a 7.0% underwriting discount.

Nature and Purchase of Closing Securities. (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of: (i) 2,117,646 [ ] shares (the “Closing Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), as set forth opposite the name of such Underwriter on Schedule I hereof; and (ii) 2,117,646 [ ] 2024 B Common Stock purchase warrants to purchase up to an aggregate of 50% of the sum of the number of Closing Shares (or 1,058,823 [ ] shares of Common Stock) set forth opposite the name of such Underwriter on Schedule I hereto (the “Closing Warrants” and, collectively with the Closing Shares, the “Closing Securities”). The Closing Warrants shall have an exercise price of $17.00 [ ] per share, subject to adjustment as provided in that certain 2024 B Warrant Agent Agreement, dated of even date herewith (the “Warrant Agent Agreement”), between the Company and VStock Transfer, LLC, as warrant agent and transfer agent for the Common Stock (the “Transfer Agent”), which governs the terms of the Closing Warrants and Option Warrants (as defined below). (b) It is acknowledged and agreed that although the Closing Securities are described in the Prospectus (as defined below) as units consisting of Closing Shares and Closing Warrants and, as applicable, the Option Shares and Option Warrants (each as defined below), such units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Closing Securities are immediately separable and will be issued separately in the offering contemplated hereby. It is further acknowledged and agreed that the Company is not obligated to apply to list the Closing Warrants or Option Warrants on any national securities exchange or other nationally recognized trading system. (c) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Closing Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The aggregate purchase price for the Closing Securities shall equal the amount set forth opposite the name of such Underwriter on Schedule I hereto (the “Closing Purchase Price”). The combined purchase price for one Closing Share and a Closing Warrant shall be $17.00 [ ] (the “Combined Purchase Price”) which shall be allocated as $16.99 [ ] per Closing Share (the “Share Purchase Price”) and $0.01 per Closing Warrant (the “Warrant Purchase Price”), which represents the combined $17.00 [ ] public offering price of the Closing Shares and Closing Warrants, less a 7.0% underwriting discount.