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

Nature and Purchase of Firm Securities. (i) 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 [·] shares (the “Firm Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each a “Firm Share”, and in the aggregate, the “Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”), including rights an aggregate of [●] pre-funded warrants (each, a “Firm Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase share of Common Stock, at an exercise price of $0.01 per Firm Pre-Funded Warrant, until such time as the Firm Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Firm Pre-Funded Warrant Certificate (as defined in Section 1.2.1), and an aggregate of [●] warrants (each, a “Firm Warrant”, and in the aggregate, the “Firm Warrants”; the Firm Shares, Firm Pre-Funded Warrants and the Firm Warrants, the “Firm Securities”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·●] per share Firm Warrant, for a period of five (each5) years, a “Warrant”), or an aggregate of [·] subject to adjustment as provided in the Warrant Agreement ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”as defined in Section 1.2.1). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares, Firm Pre-Funded Warrants and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per Firm Share and accompanying Firm Warrant (10092.5% of the per Firm Share offering price, allocated as $[●] per Firm Share and $[●]per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”Warrant) and 93$[●]per Firm Pre-Funded Warrant and accompanying Warrant (92.5% of the per Firm Share offering price minus $0.01, allocated as $[●] per Firm Pre-Funded Warrant and $[●] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesWarrant). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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) [ ● ] shares Series A Units (the “Firm SharesSeries A Units”) ), each Firm Series A Unit consisting of one share of the Company’s common stock, no par per value $0.01 per share (the “Common Stock”), including rights and one warrant (each, a “Warrant” and collectively, the “Warrants”), each Warrant to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·[ ● ] per share and (each, a ii) [ ● ] Series B Units (the “WarrantFirm Series B Units”), each Firm Series B unit consisting of one share of Series A Convertible Preferred Stock (the “Preferred Shares”) and [ ● ] Warrants, each Warrant to purchase one share of common stock, or an aggregate of [·[ ● ] ([·]) Warrants to purchase an aggregate of [·[ ● ] shares of Common Stock (the “Firm Warrants”)Stock. The Firm Shares Series A Units and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance Series B units (each, a “Firm Security” and, collectively, the “Firm Securities”). The securities comprising the Firm Securities will be separately transferable immediately upon issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Series A Units and Firm Series B Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $[ ● ] per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates Security (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant Security offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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, Underwriter an aggregate of [·●] shares units, (each, a “Unit” and collectively, the “Firm SharesUnits”), with each Unit comprised of (i) one share of the Company’s common stock, no par value per share Common Stock (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock ) of the Company, which are attached to all shares of Common Stock par value $0.0001 per share (collectively, the “Firm SharesShare”). For each Firm Share issued and sold by ; (ii) one Series A Warrant in the Company, the Company shall issue and sell to the several Underwriters one warrant form of Exhibit A to purchase [one (1)] share of Common Stock at an exercise price of $[·●] per share (each, a 100% of the offering price per Unit) (the “Series A Firm Warrant”), or an aggregate ; and (iii) one Series B Warrant in the form of [·] ([·]) Warrants Exhibit B to purchase an aggregate such number of [·] shares of Common Stock as determined on the Reset Date (as defined in the Series B Warrant) at an exercise price of $0.0001 per share (the “Series B Firm Warrants”). The Warrant,” together with the Series A Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectivelyWarrant, the “Firm SecuritiesWarrant”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)one Unit shall be $[●]. The Firm Securities Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The purchase price for each Unit will be allocated at $[●] per Firm Share, $[0.005] per Series A Firm Warrant, and $[0.005] per Series B Firm Warrant. (iii) To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding shares of Common Stock, the Company agrees to issue the Underwriter, for delivery to such purchasers, at the election of the purchasers, a number of shares of pre-funded units (the “Affiliates” and Pre-Funded Units”, together with the Units, the “Associates” Closing Units”). Each Pre-Funded Unit consists of: (i) shall have one pre-funded warrant exercisable for one share of Common Stock at an exercise price of $0.0001 per share in the respective meanings ascribed to such terms in Rule 12b-2 form of Exhibit C (the General Rules “Firm Pre-Funded Warrant” and Regulations under collectively with the Exchange Act (as defined belowUnits, Firm Shares, Pre-Funded Units, and Firm Warrants, the “Firm Securities”), as in effect on the date of this Agreement and ; (ii) one Series A Firm Warrant; and (iii) one Series B Firm Warrant. (iv) The purchase price of each Pre-Funded Unit will be equal to the price per Unit being sold in the Offering, minus $0.0001, and the exercise price of each Firm Pre-Funded Warrant included in the Pre-Funded Unit will be $0.0001 per share. The purchase price for each Pre-Funded Unit will be allocated as to Eastern Capital$[●] per Firm Pre-Funded Warrant, shall also include,$[0.005] per Series A Firm Warrant, and $[0.005] per Series B Firm Warrant.

Nature and Purchase of Firm Securities. (i) 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 [·[ ] shares Class A Units (each, a “Class A Unit” and collectively, the “Firm SharesClass A Units”) ), each Class A Unit consisting of one share of the Company’s common stock, no par value per share (the “Common Stock”), including rights and a warrant, in the form filed as Exhibit [ ] to the Registration Statement (as defined below), to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares one share of Common Stock (each, a “Warrant” and collectively, the “Firm SharesWarrants”). For each Firm Share issued , and sold by the Companyan aggregate of [ ] Class B Units (each, a “Class B Unit” and collectively, the Company shall issue “Class B Units”), each Class B Unit consisting of one share of Series B Convertible Preferred Stock, no par value per share (the “Preferred Stock”), and sell to the several Underwriters one warrant a Warrant to purchase [one the number of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering price. Each Warrant shall be exercisable for a period of five (1)] share of Common Stock 5) years at an exercise price of $[·[ ] per share (eachshare, a “Warrant”), or an aggregate of [·] ([·]) Warrants subject to purchase an aggregate of [·] shares of Common Stock (adjustment as provided in the “Firm Warrants”). The Firm Shares [ ] Class A Units and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, [ ] Class B Units are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price set forth on Schedule 1 attached hereto of $[ ] per Class A Unit (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share Class A Unit offering price) and Firm Warrant $[ ] per Class B Unit (93% of the per Class B Unit offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·●] shares units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock), no par value $0.0001 per share (the “Common Stock”), including rights ) or a pre-funded warrant to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Firm SharesPre-funded Warrants”). For each Firm Share issued and sold by the Company) in lieu thereof, the Company shall issue and sell to the several Underwriters one (ii) one-tenth (1/10) of a Series A common warrant to purchase [one (1)] ) share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares Shares, the Pre-funded Warrants, and the Firm Common Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto of (100i) $[●] (or 92.0% of the per Public Purchase Price for one (1) Unit) for each Unit including a Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates or (collectively, “Eastern Capital”ii) and 93$[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Firm Share and Firm Pre-funded Warrant offering prices of $0.001) for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stockshares, no par value per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant (each, a “Warrant,” and collectively as the “Warrants”). Each Warrant shall entitle its holder to purchase [one (1)] share of Common Stock Share at an exercise price of $[·●] per share (each, a “Warrant”120% of the public offering price per Firm Share in the Offering), or an aggregate of [·●] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock Shares (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold together as a unit (each a “Firm Unit” and collectively the “Firm Units”), consisting of one Firm Share and one Firm Warrant. The Firm Shares and the Firm Warrants may will be purchased separately separated immediately upon issuance. The Warrants will not be listed for trading on the Nasdaq CM and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, expire [60] months from the “Firm Securities”)date of issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per Firm Unit (10092.5% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $[●] per Firm Share and (ii) $0.0001 per each Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrant. The Firm Securities Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof2.1.1). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·•] shares (each, a “Firm Share” and in the aggregate, the “Firm Shares”) of the Company’s common stock, no par value $0.0002 per share (the “Common Stock”)) and/or pre-funded warrants (each, including rights a “Firm Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] 0.0002 per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm WarrantsPre-Funded Warrant Shares”). The Firm Shares and ) until such time as the Firm Pre-Funded Warrants may be purchased separately and will be separately tradable immediately upon issuance (eachare exercised in full, a “subject to adjustment as provided in the Firm Security” and, collectively, the “Firm Securities”)Pre-Funded Warrants. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[•] per Firm Share (10093.0% of the per Firm Share and offering price), $[•] per Firm Pre-Funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 9393.0% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice less $0.0002). The Firm Securities Shares and the Firm Pre-Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (iA) 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 [·●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock each at an exercise price of $[·●] per share (the public offering price per Firm Share in the Offering plus $1.00) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·●] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may shall be purchased separately and will be separately tradable immediately upon issuance sold as a unit (each, a “Firm Security” and, collectively, the “Firm SecuritiesUnit”), consisting of one Firm Share and one Firm Warrant. (iiB) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per Firm Unit (100[●]% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $[●] per Firm Share [●]% of the per Firm Share offering price) and (ii) $[●] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”[●]%) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)price. The Firm Securities Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 2(a)(i)(A) hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] of: (i) 40,014,000 authorized but unissued shares (the “Firm Shares”) of common stock of the Company’s common stock, no par value $0.00001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities as set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereto, at a purchase price set forth on Schedule 1 attached hereto (100% net of the discounts and commissions) of (a) $0.0930 per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale Share, being equal to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the public offering price of the Firm Shares for 22,321,780 of the Firm Shares and (b) $0.0965 per Firm Share and Share, being equal to 96.5% of the public offering price of the Firm Warrant offering prices Shares for shares 17,692,220 of Common Stock and Warrants purchased for sale to all other parties)the Firm Shares. The Firm Securities Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and , (ii) To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding Common Stock, the Company agrees to issue the Underwriter, for delivery to such purchasers, at the election of the purchasers, a number shares of Pre-Funded Warrants (the “Pre-Funded Warrants”), which are initially convertible on a one-for-one (1:1) basis into Common Stock, at a price of $0.0999 (100% of the public offering price allocated to each Firm Share less $0.0001), and the remaining non pre-funded exercise price of each pre-funded warrant will be $0.0001 per share. The Common stock issuable upon exercise of the Pre-Funded Warrants are hereinafter referred to as to Eastern Capitalthe “Pre-Funded Warrant Shares” and, shall also include,together with the Firm Shares, the “Firm Securities.”

Nature and Purchase of Firm Securities. (i) 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, (i) an aggregate of [·●] shares (the “Firm Shares”) of the Company’s common stockstock (“Firm Shares”), no par value $0.01 per share (the “Common Stock”), including rights to purchase shares ; (ii) an aggregate of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant [●] pre-funded warrants to purchase [one (1)●] share of Common Stock at an exercise price of $[·●] per share Common Stock (each, a the “WarrantPre-Funded Warrants”), or ; (iii) an aggregate of [·●] ([·]) Warrants series J common warrants to purchase [●] Common Stock at an aggregate exercise price of [·●] shares per share of Common Stock (the “Firm Series J Warrants”); and (iv) an aggregate of [●] series K common warrants to purchase [●] Common Stock at an exercise price of [●] per share of Common Stock (the “Series K Warrants”). The Firm Shares Shares, the Pre-Funded Warrants, the Series J Warrants and the Firm Series K Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to herein as the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per Firm Share and accompanying Series J Warrants and Series K Warrants (100[●]% of the per Firm Share and offering price) (the “Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern CapitalShare Purchase Price”) and 93at a purchase price of $[●] per Pre-Funded Warrant and accompanying Series J Warrants and Series K Warrants ([●]% of the per Firm Share and Firm Pre-Funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice) (the “Pre-Funded Warrant Purchase Price”). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such The terms in Rule 12b-2 of the General Rules Pre-Funded Warrants, Series J Warrants and Regulations under Series K Warrants are set forth in the Exchange Act (form of Pre-Funded Warrant, Form of Series J Warrants and Series K Warrants, attached hereto as defined below)Exhibit C, as in effect on the date of this Agreement Exhibit D and (ii) as to Eastern CapitalExhibit E, shall also include,respectively.

Nature and Purchase of Firm Securities. (i) 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 [·[ ] shares (each, a “Firm Share”, and in the aggregate, the “Firm Shares”) of the Company’s common stock, no par value $0.00001 per share (the “Common Stock”), including rights an aggregate of [ ] pre-funded warrants (each, a “Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·0.01 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant, and an aggregate of [ ] per share warrants (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (and in the aggregate, the “Firm Warrants”). The ; the Firm Shares Shares, Firm Pre-Funded Warrants and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectivelyWarrants, the “Firm Securities”)) to purchase one share of Common Stock at an exercise price of $[ ] for a period of five (5) years, subject to adjustment as provided in the Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares, Firm Pre-Funded Warrants and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $[ ] per Firm Share and accompanying Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share offering price, allocated as [ ] per Firm Share and $0.00001 per Firm Warrant) and $[ ] per Firm Pre-Funded Warrant and accompanying Warrant (93% of the per Firm Share offering prices for shares of Common Stock price minus $0.01, allocated as [ ] per Firm Pre-Funded Warrant and Warrants purchased for sale to all other parties$0.00001 per Firm Warrant). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·_______] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·____] Warrants ([·]as hereinafter defined) Warrants to purchase an aggregate of [·____] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may will be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, collectively referred to herein as the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto (100% of the $[____] per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” The Underwriters, severally and “Associates” (i) shall have not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective meanings ascribed names on Schedule I attached hereto and made a part hereof at the purchase price of $[____] per Firm Warrant. The Firm Warrants are to such terms in Rule 12b-2 be offered to the public at the offering price set forth on the cover page of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,Prospectus.

Nature and Purchase of Firm Securities. (i) 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 [·] shares (the “Firm Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance 12,500,000 firm securities (each, a “Firm Security” and”), collectivelywith each Firm Security consisting of either (A) one American Depositary Share (“ADS”), each ADS representing fifty (50) ordinary shares, par value NIS 0.1 per share (the “Firm SecuritiesOrdinary Shares”), of the Company deposited with Bank Hapoalim, as custodian for the Depositary (as defined below) in Tel Aviv, or (B) one pre-funded warrant to purchase one ADS at an exercise price of $0.0001 per ADS (each, a “Pre-Funded Warrant”). The ADSs purchased by the Underwriters or issuable upon exercise of the Pre-Funded Warrants will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Amended and Restated Deposit Agreement dated April 15, 2019 (the “Deposit Agreement”) entered into by and among the Company, The Bank of New York Mellon, as depositary of the Company (the “Depositary”), and all owners and beneficial owners from time to time of the ADSs. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number and form of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $0.651 per ADS (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share ADS offering price) and Firm at a purchase price of $0.0651 per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] _______ shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock each at an exercise price of $[·] ___per share (____% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·] ([·]) ________ Warrants to purchase an aggregate of [·] __________ shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold together as a unit (each a “Firm Unit” and collectively the “Firm Units”), consisting of one Firm Share and one Firm Warrant. The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable separated immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $____ per Firm Unit (10093% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $____ per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”ii) and 93% of the $0.001 per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrant. The Firm Securities Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each, a “Company Offering Firm Share” and collectively, the “Company Offering Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”)) and [●] pre-funded warrants ( each a “Firm Pre-funded Warrant” and collectively, including rights the “Firm Pre-funded Warrants”) to purchase shares one share of Series A Junior Participating Cumulative Preferred Common Stock at an exercise price of $0.01 until such time as the CompanyFirm Pre-funded Warrant is exercised in full subject to adjustment as provided in the Firm Pre-funded Warrant and the Selling Stockholders agreed to sell to the several Underwriters, which are attached to all an aggregate of [●] shares of Common Stock (each, a “Selling Stockholder Firm Share” and collectively, the “Selling Stockholder Firm Shares”). For each Each Company Offering Firm Share or Selling Stockholder Firm Share is a “Firm Share” and collectively are the Firm Shares. For every one Company Offering Firm Share or Firm Pre-funded Warrant issued and sold by the CompanyCompany or every one Selling Stockholder Firm Share sold by the Selling Stockholders, the Company shall issue and sell to the several Underwriters one five-year warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·●] per share (100.0% of the combined public offering price per Firm Share and Firm Company Warrant as defined hereto in the Offering) (each, a “Firm Company Warrant”), or an aggregate of [·●] ([·]) Warrants five-year warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Company Warrants” and together with the Firm Shares and the Firm Pre-Funded Warrants, the “Firm Securities,” and, each individually, a “Firm Security”). The Firm Shares Shares, the Firm Pre-Funded Warrant and the Firm Company Warrants may be purchased separately and will be separately tradable separated immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company and the Selling Stockholders the number of Firm Securities Shares, Firm Pre-funded Warrants and Firm Company Warrants set forth opposite their respective names on Schedule 1 1-A attached hereto and made a part hereof at a combined purchase price set forth on Schedule 1 attached hereto (100% of the per for one Firm Share and one Firm Company Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates $[●] (collectively, “Eastern Capital”) and or 93% of the per combined public purchase price of one Firm Share and one Firm Company Warrant), or a combined purchase price for one Firm Pre-funded Warrant offering prices for shares and one Firm Company Warrant of Common Stock $[●] (or 93% of the combined public purchase price of one Firm Pre-funded Warrant and Warrants purchased for sale to all other partiesone Firm Company Warrant purchase price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] shares (the “Firm Shares”) of its 8.00% Series A Cumulative Convertible Preferred Stock, no par value per share (which we refer to as the “Series A Preferred Stock”). Each share of Series A Preferred Stock is initially convertible into 5.556 shares (collectively, the “Preferred Conversion Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), including rights subject to adjustments as set forth in the Certificate of Designation (as defined below). Each Firm Share will be accompanied by five Common Stock purchase warrants, each of which warrant is exercisable to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an initial exercise price of $[·] $ 1 per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Warrants accompanying the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance Shares (each, a the “Firm Security” and, collectively, Warrants”) are collectively referred to herein as the “Firm Securities”).” 1 The initial exercise price of the warrants will be [●]% of the closing price of a share of Common Stock on the Exchange on the date of this Agreement. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $ per one Firm Share and five Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the offering price per one Firm Share and five Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesWarrants, reflecting the Underwriters’ discount). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] ¨ shares (the “Firm Shares”) of the Company’s common stockVoting Common Shares – Series Investor 1, no par value per share (the “Common StockShares”)) and/or pre-funded warrants (each, including rights a “Pre-Funded Warrant”, and in the aggregate, the “Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of one Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] CAD$0.001 per share (eachthe “Pre-Funded Warrant Shares”) until such time as the Pre-Funded Warrants are exercised in full, a “Warrant”), or an aggregate of [·] ([·]subject to adjustment as provided in the Pre-Funded Warrants. The Pre-Funded Warrants referred to in this Section 1.1.1(i) Warrants are hereinafter referred to purchase an aggregate of [·] shares of Common Stock (as the “Firm Pre-Funded Warrants”). The form of Firm Shares and the Firm Pre-Funded Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”).is attached hereto as Exhibit G. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of US$ ¨ per Firm Share (10093.5% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”price) and 93US$ ¨ per Firm Pre-Funded Warrant (93.5% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice less CAD$0.001). The Firm Securities Shares and the Firm Pre-Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·•] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant two warrants to purchase [one (1)] share of Common Stock each at an exercise price of $[·•] per share (115% of the public offering price per Firm Security in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·•] ([·]) Warrants to purchase an aggregate of [·•] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable separated immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $[•] per combined Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant Security public offering prices for shares price) which shall be allocated as $[•] per share of Common Stock (the “Share Purchase Price”) and Warrants purchased for sale to all other parties$[•] per warrant (the “Warrant Purchase Price”). The Firm Securities are to be offered initially to the public at the combined offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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, (a) an aggregate of [·] 10,000,000 shares (the “Firm Shares”) of the Company’s common stockshares, no without par value per share (the “Common StockShares”), including rights to (b) Common Share purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock warrants (the “Firm Warrants”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of 5,000,000 Common Shares (the “Warrant Shares”), which shall have an exercise price of $3.75 (subject to adjustment as provided in the Firm Warrants). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to herein as the “Firm Securities.” The Firm Shares and the Firm Warrants shall be sold together as a fixed combination, each consisting of (i) one Firm Share and (ii) one-half of one Firm Warrant to purchase one Common Share, with each combination consisting of one Firm Share and one-half of one Firm Warrant to purchase one Common Share being referred to herein as a “Unit.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $2.79 per Unit (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant Unit offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 2.1 hereof). “Affiliates” and “Associates” (i) The price per Unit shall have reflect the respective meanings ascribed to such terms in Rule 12b-2 sum of the General Rules and Regulations under the Exchange Act (as defined below)prices of each applicable component Firm Security set forth herein, as in effect on the date with each Firm Warrant having a value of this Agreement and (ii) as to Eastern Capital, shall also include,$0.01.

Nature and Purchase of Firm Securities. (iA) 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, Underwriters an aggregate of [·] shares 700,000 Series A Units (the “Series A Units” or the “Firm SharesUnits”) ), each Series A Unit consisting of one share of the Company’s common stock, no $0.001 par value per share (the “Common Stock”), including rights to purchase shares of ) and two Series A Junior Participating Cumulative Preferred Stock of Warrants. Each Series A Warrant (the Company, which are attached to all shares of Common Stock (collectively, “Firm SharesSeries A Warrant”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock ) is exercisable at an exercise price of $[·] per 6.50 for one Series B Unit (the “Series B Units” and, together with the Series A Units, the “Units”), which consists of one share of Common Stock and one Series B Warrant, which is exercisable at an exercise price of $7.50 for one share of Common Stock (the “Series B Warrant” and, together with the Series A Warrant, the “Warrants” and each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] . The 700,000 shares of Common Stock (referred to in this Section 1(a)(i)(A) are hereinafter referred to as the “Firm Shares” and the Warrants referred to in this Section 1(a)(i)(A) are hereinafter referred to as the “Firm Warrants”). The ,” and together with the Firm Shares Units and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectivelyShares, the “Firm Securities”.” The shares of Common Stock and Series A Warrants included in the Firm Securities will not trade separately until July 1, 2020 (unless the Company permits earlier separate trading). (iiB) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100equal to 92% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the Unit offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 2(a)(i)(B) hereof) (the “Public Offering Price per Firm Unit”). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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, Underwriters an aggregate of [·•] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.01 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·•] per share (125.0% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·•] ([·]) Warrants to purchase an aggregate of [·•] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may will be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% prices of the $[•] per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share public offering price) and $[•] per Firm Warrant (93% of the per Firm Warrant public offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·] shares 42,666,666 units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock), no par value $0.0001 per share (the “Common Stock”), including rights ) or a pre-funded warrant to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Firm SharesPre-funded Warrants”). For each Firm Share issued and sold by the Company) in lieu thereof, the Company shall issue and sell to the several Underwriters one (ii) one-tenth (1/10) of a Series A common warrant to purchase [one (1)] ) share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares Shares, the Pre-funded Warrants, and the Firm Common Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto of (100i) $0.13800 (or 92.0% of the per Public Purchase Price for one (1) Unit) for each Unit including a Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates or (collectively, “Eastern Capital”ii) and 93$0.13799 (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Firm Share and Firm Pre-funded Warrant offering prices of $0.00001) for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) 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 [·] 12,500,000 shares (each, a “Firm Share” and in the aggregate, the “Firm Shares”) of the Company’s common stock, no par value $0.0002 per share (the “Common Stock”)) and/or pre-funded warrants (each, including rights a “Firm Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] 0.0002 per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm WarrantsPre-Funded Warrant Shares”). The Firm Shares and ) until such time as the Firm Pre-Funded Warrants may be purchased separately and will be separately tradable immediately upon issuance (eachare exercised in full, a “subject to adjustment as provided in the Firm Security” and, collectively, the “Firm Securities”)Pre-Funded Warrants. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $0.93 per Firm Share (10093.0% of the per Firm Share and offering price), $0.9298 per Firm Pre-Funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 9393.0% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice less $0.0002). The Firm Securities Shares and the Firm Pre-Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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, Underwriter an aggregate of [·] shares 5,000,000 units, (each, a “Unit” and collectively, the “Units”), with each Unit comprised of (i) one share of Common Stock (the “Common Stock”) of the Company, par value $0.0001 per share (the “Firm Shares”) and (ii) one warrant in the form of the Company’s common stock, no par value per share (the “Common Stock”), including rights Exhibit A to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] 0.24 per share (each, a “Warrant”), or an aggregate 100% of [·] ([·]the offering price per Unit) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)one Unit shall be $0.24. The Firm Securities Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The purchase price for each Unit will be allocated at $0.23 per Firm Share and $0.01 per Firm Warrant. (iii) To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding shares of Common Stock, the Company agrees to issue the Underwriter, for delivery to such purchasers, at the election of the purchasers, a number of shares of pre-funded Units (the “Affiliates” and Firm Pre-Funded Units”, together with the Units, the “Associates” Closing Units”). Each Firm Pre-Funded Unit consists of: (i) shall have one pre-funded warrant exercisable for one share of Common Stock in the respective meanings ascribed to such terms in Rule 12b-2 form of Exhibit B (the General Rules “Firm Pre-Funded Warrant” and Regulations under collectively with the Exchange Act (as defined below)Firm Shares and Firm Warrants, as in effect on the date of this Agreement “Firm Securities”) and (ii) one Firm Warrant. (iv) The purchase price of each Pre-Funded Unit will be equal to the price per Unit being sold in the Offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit will be $0.0001 per share. The purchase price for each Pre-Funded Unit will be allocated as to Eastern Capital, shall also include,$0.2299 per Pre-Funded Warrant and $0.01 per Firm Warrant.

Nature and Purchase of Firm Securities. (i) 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 [·•] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.01 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·[ ] per share (each, a ““ Firm Warrant”), ) or an aggregate of [·[ ] ([·[ ]) Warrants warrants to purchase an aggregate of [·[ ] shares of Common Stock (the “Firm Warrants”). The , a form of which is attached hereto as Exhibit A, each of the Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (eachWarrants, a “Firm Security” and, collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[•] per Firm Share and $[•] per Firm Warrant (100% which, for the avoidance of doubt, equals [93]% of the per Firm Share and Firm Warrant public offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities Shares and Firm Warrants are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereofbelow) (the “Public Offering Price” with respect to the Firm Shares and the “Warrant Public Offering Price” with respect to the Firm Warrants”). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·[ ] shares (each, a “Firm Share”, and in the aggregate, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights an aggregate of [ ] pre-funded warrants (each, a “Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·0.01 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant, and an aggregate of [ ] per share warrants (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (and in the aggregate, the “Firm Warrants”). The ; the Firm Shares Shares, Firm Pre-Funded Warrants and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectivelyWarrants, the “Firm Securities”)) to purchase one share of Common Stock at an exercise price of $[ ] for a period of five (5) years, subject to adjustment as provided in the Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares, Pre-Funded Warrants and Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $[ ] per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm offering price), $[ ] per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering prices for shares price) and $0.0093 per Warrant (93% of Common Stock and Warrants purchased for sale to all other partiesthe per Warrant offering price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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, Underwriter an aggregate of [·•] shares (each a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters Underwriter: (i) one Class A warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·•] per share (each, a “Warrant”[•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [·•] ([·]) Warrants Class A warrants to purchase an aggregate of [·•] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrants”) and (ii) one Class B warrant to purchase one-half of one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class B warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants”). The Each combined Firm Shares Share and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, Warrant is referred to herein individually as a “Firm Security” andand the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares, the Firm Class A Warrants and the Firm Class B Warrants will be separated immediately upon issuance. (i) 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 Underwriter an aggregate of [•] shares (each a “Firm Share” and collectively, the “Firm SecuritiesShares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the Underwriter one warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof), or an aggregate of [•] warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Warrant” and collectively, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares and Firm Warrants will be separated immediately upon issuance. (ii) The Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[•] per Firm Security (100% [93]% of the per Firm Share and Firm Warrant Security offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,Prospectus.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock each at an exercise price of $[·●] per share (125% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·●] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may shall be purchased separately and will be separately tradable immediately upon issuance sold as a unit (each, a “Firm Security” and, collectively, the “Firm SecuritiesUnit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per Firm Unit (100[●]% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $[●] per Firm Share [●]% of the per Firm Share offering price) and (ii) $[●] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”[●]%) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)price. The Firm Securities Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·] 6,760,615 shares (the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights and an aggregate of 1,060,615 pre-funded warrants (the “Pre-Funded Warrants”) in the form filed as an exhibit to purchase shares the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable into an aggregate of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all 1,060,615 shares of Common Stock (collectively, the “Firm Pre-Funded Warrant Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant together with Common Stock purchase warrants to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or up to an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] 7,821,230 shares of Common Stock (the “Firm Warrants” and the shares of Common Stock exercisable under the Firm Warrants, together with the Pre-Funded Warrant Shares, the “Warrant Shares”) which shall have an exercise price of $0.77, subject to adjustment as provided in the warrant agreement in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”). The Firm Shares and Shares, the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the Pre-Funded Warrants are referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $0.832443 per unit consisting of Firm Share Shares and Firm Warrant offering prices for shares Warrants and $0.832343 per unit consisting of Common Stock and Pre-Funded Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrants. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock each at an exercise price of $[·●] per share (100% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·●] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may shall be purchased separately and will be separately tradable immediately upon issuance sold as a unit (each, a “Firm Security” and, collectively, the “Firm SecuritiesUnit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per Firm Unit (100[●]% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $[●] per Firm Share [●]% of the per Firm Share offering price) and (ii) $[●] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”[●]%) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)price. The Firm Securities Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·____] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.01 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every two Firm Share Shares issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)one] share of Common Stock at an exercise price of $[·] ______ per share (125.0% of the public offering price per Firm Security in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·] ([·]) _______ Warrants to purchase an aggregate of [·] ___________shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). Each Firm Warrant shall be exercisable for a period of [five (5)] years at an exercise price of $[____] (the “Firm Warrant Exercise Price”), subject to adjustment as provided in the agreement evidencing the Firm Warrant. The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable separated immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[___] per Firm Security (100% [93]% of the per Firm Share and Firm Warrant Security public offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·•] shares (each a “Firm Share”, and in the aggregate, the “Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”), including rights and an aggregate of [•] pre-funded warrants (each, a “Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] 0.01 per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Pre-Funded Warrant Shares”) until such time as the Pre-Funded Warrants are exercised in full, subject to adjustment as provided in the Pre-Funded Warrants”). The Firm Shares and certificate evidencing the Firm Pre-Funded Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, in the “Firm Securities”).form attached hereto as Exhibit A. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and/or Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[•] per Firm Share (100[•] % of the per Firm Share and offering price) and/or $[•] per Firm Pre-Funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93[•] % of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities Shares and/or the Firm Pre-Funded Warrants (together, the “Firm Securities”) are to be offered initially to the public at the offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one (1) warrant to purchase [one-half (0.50) of one (1)] ) share of Common Stock at an exercise price of $[·●] per share (each, a “Warrant”), which is equal to 125.0% of the public offering price of each Firm Share, or an aggregate of [·●] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants”). The ) (each of the Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (eachWarrants, a “Firm Security” and, collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto prices of $[●] per Firm Share (10094% of the per Firm Share offering price) and $[●] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 9394% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 2.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] t shares (the “Firm Shares”) of the Company’s common stockVoting Common Shares – Series Investor 1, no par value per share (the “Common StockShares”)) and/or pre-funded warrants (each, including rights a “Pre-Funded Warrant”, and in the aggregate, the “Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of one Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] CAD$0.001 per share (eachthe “Pre-Funded Warrant Shares”) until such time as the Pre-Funded Warrants are exercised in full, a “Warrant”), or an aggregate of [·] ([·]subject to adjustment as provided in the Pre-Funded Warrants. The Pre-Funded Warrants referred to in this Section 1.1.1(i) Warrants are hereinafter referred to purchase an aggregate of [·] shares of Common Stock (as the “Firm Pre-Funded Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of US$t per Firm Share (10093.5% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”price) and 93US$t per Firm Pre-Funded Warrant (93.5% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice less CAD$0.001). The Firm Securities Shares and the Firm Pre-Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·_] shares (each, a “Firm Share” and in the aggregate, the “Firm Shares”) of the Company’s common stock, no par value $0.0002 per share (the “Common Stock”)) and/or pre-funded warrants (each, including rights a “Firm Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] 0.0002 per share (eachthe “Pre-Funded Warrant Shares”) until such time as the Firm Pre-Funded Warrants are exercised in full, a “Warrant”), or an aggregate of [·] ([·]) subject to adjustment as provided in the Firm Pre-Funded Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” andPre-Funded Warrants, collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and/or Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[_] per Firm Share (10093.0% of the per Firm Share and offering price), $[_] per Firm Pre-Funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 9393.0% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice less $0.0002). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·●] per share (150.0% of the public offering price per Firm Security in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·●] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable separated immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per combined Firm Share and Firm Warrant (100[●]% of the per Firm Share and Firm Warrant Security public offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the combined offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] up to 2,352,942 authorized but unissued shares (the “Firm Shares”) of common stock of the Company’s common stock, no par value $0.00001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant Underwriters, two warrants, (each a “Firm Warrant” and collectively the “Firm Warrants”), each to purchase [one (1)] share of Common Stock. Each Firm Warrant shall entitle its holder to purchase one share of Common Stock at an exercise price of $[·] 4.25 per share (each, a “Warrant”100% of the public offering price per Firm Unit in the Offering), or an aggregate of [·] ([·]) 4,705,884 Firm Warrants to purchase an aggregate of [·] 4,705,884 shares of Common Stock (the Firm Warrants, together with the Firm Shares, the “Firm WarrantsSecurities”). The Firm Shares and the Firm Warrants may shall be purchased separately and will be separately tradable immediately upon issuance sold together as a unit (each, each a “Firm SecurityUnit” and, collectively, and collectively the “Firm SecuritiesUnits”), consisting of one Firm Share and two Firm Warrants. The Firm Warrants will not be listed for trading on the Exchange and will expire five years from the date of issuance. (ii) Each Firm Share will be sold together with two Firm Warrants and will be immediately separable upon issuance. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and accompanying Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price set forth on Schedule 1 attached hereto (100% of the $4.25 per Firm Share and accompanying two Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 9391% of the per public offering price for each Firm Share and accompanying Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesWarrant). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” . (iiii) shall have The Firm Warrant exercise price may adjust downward as outlined in the respective meanings ascribed to such terms in Rule 12b-2 most current form of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,Warrant Agent Agreement..

Nature and Purchase of Firm Securities. (i) 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 (a) [·___] shares (each, a “Share” and collectively, the “Firm Shares”) ), of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase (b) an aggregate of [___] shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “WarrantSeries A Preferred Share” and collectively the “Series A Preferred Shares”) of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), or and (c) an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·___] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm SecuritySeries B Preferred Share” andand collectively the “Series B Preferred Shares”) of Series B Convertible Preferred Stock, collectivelypar value $0.001 per share (the “Series B Preferred Stock”). The Shares, the Series A Preferred Shares, and the Series B Preferred Shares are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price of $[___] per Share, $[___] per Series A Preferred Share, and $[___] per Series B Preferred Share (96.5% of the per Share offering price, Series A Preferred Share offering price, and Series B Preferred Share offering price, respectively) with respect to investors set forth on Schedule 1 attached 2 hereto who have a pre-existing relationship with the Company (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern CapitalPre-Existing Relationship Investors”) and $[___] per Share, $[___] per Series A Preferred Share, and $[___] per Series B Preferred Share (93% of the per Firm Share offering price, Series A Preferred Share offering price, and Firm Warrant Series B Preferred Share offering prices for shares of Common Stock and Warrants purchased for sale price, respectively) with respect to all other parties)investors who do not have a pre-existing relationship with the Company. The Firm Securities are to be offered initially to the public at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·[ ] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.0002 per share (the “Common Stock”), including rights and an aggregate of [ ] pre-funded warrants (the “Pre-Funded Warrants”) in the form filed as an exhibit to purchase shares the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable into an aggregate of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all [ ] shares of Common Stock (collectively, the “Firm Warrant Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant together with Common Stock purchase warrants to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or up to an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·[ ] shares of Common Stock (the “Firm Warrants”) which shall have an exercise price of $[110% of the offering price], subject to adjustment as provided in the Warrant Agent Agreement between the Company and Continental Stock Transfer & Trust Company as warrant agent (the “Warrant Agent Agreement”). The Firm Shares and Shares, the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the Pre-Funded Warrants are referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $[ ] per Firm Share and Firm Warrant offering prices for shares share of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm offering price), $[ ] per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering prices for shares of Common Stock price) and Warrants purchased for sale to all other parties)$0.0093 per Firm Warrant. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] ________ shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.00001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock each at an exercise price of $[·] ____ per share (____% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·] ([·]) __________ Warrants to purchase an aggregate of [·] __________ shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may shall be purchased separately and will be separately tradable immediately upon issuance sold as a unit (each, a “Firm Security” and, collectively, the “Firm SecuritiesUnit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $____ per Firm Unit (10093% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $____ per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”ii) and 93% of the $0.01 per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrant. The Firm Securities Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·•] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.01 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·[ ] per share (each, a “” Firm Warrant”), ) or an aggregate of [·[ ] ([·[ ]) Warrants warrants to purchase an aggregate of [·[ ] shares of Common Stock (the “Firm Warrants”). The , a form of which is attached hereto as Exhibit A, each of the Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (eachWarrants, a “Firm Security” and, collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $[•] per Firm Share and $[•] per Firm Warrant offering prices (which, for shares the avoidance of Common Stock and Warrants purchased for sale to Eastern Capital Limiteddoubt, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and equals 93% of the per Firm Share and Firm Warrant public offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities Shares and Firm Warrants are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereofbelow) (the “Public Offering Price” with respect to the Firm Shares and the “Warrant Public Offering Price” with respect to the Firm Warrants”). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] shares 34,550,000 Class A Units (each, a “Class A Unit” and collectively, the “Firm SharesClass A Units”) ), each Class A Unit consisting of one share of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights and a warrant, in the form filed as Exhibit 4.10 to the Registration Statement (as defined in Section 2.1.1 below), to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares one share of Common Stock (each, a “Warrant” and collectively, the “Firm SharesWarrants”). For each Firm Share issued , and sold by the Companyan aggregate of 9,180 Class B Units (each, a “Class B Unit” and collectively, the Company shall issue “Class B Units”), each Class B Unit consisting of one share of Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and sell to the several Underwriters one warrant a Warrant to purchase [one the number of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering price. Each Warrant shall be exercisable for a period of five (1)] share of Common Stock 5) years at an exercise price of $[·] 0.44 per share (eachshare, a “Warrant”), or an aggregate of [·] ([·]) Warrants subject to purchase an aggregate of [·] shares of Common Stock (adjustment as provided in the “Firm Warrants”). The Firm Shares 34,550,000 Class A Units and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, 9,180 Class B Units are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price set forth on Schedule 1 attached hereto of $0.372 per Class A Unit (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share Class A Unit offering price) and Firm Warrant $930.00 per Class B Unit (93% of the per Class B Unit offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] 200,000 units (the “Units”), with each Unit consisting of (A) one Series A Preferred Share (as defined below) and (B) eight warrants, with each warrant being exercisable to purchase one Common Share (as defined below). In the aggregate, the 200,000 Units consist of 200,000 shares (the “Firm Shares”) of the Company’s common stock7.75% Series A Cumulative Convertible Preferred Shares, no par value $0.001 per share (which we refer to as the “Series A Preferred Shares”). Each Series A Preferred Share is initially convertible into 17.86 shares (the “Preferred Conversion Shares”) of the Company’s common shares, par value $0.001 per share (the “Common StockShares”), including rights subject to adjustments. Each Firm Share will be accompanied by eight immediately detachable warrants, with each warrant being exercisable to purchase shares of Series A Junior Participating Cumulative Preferred Stock one share of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock Shares at an exercise price of $[·] 1.40 per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock Share (the “Firm Warrants”). In the aggregate, the 200,000 Units consist of Firm Warrants to purchase 1,600,000 Common Shares. The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are collectively referred to as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $23.125 per Firm Security (10092.5% of the per Firm Share and Firm Warrant Security offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limitedprice, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of reflecting the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesUnderwriters’ discount). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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, Underwriter an aggregate of [·] shares ______ Units (each, a “Unit” and collectively, the “Firm SharesUnits”), each Unit consisting of (A) one of the Company’s common stock, no par value per share American Depositary Shares (the “Common StockADSs”) representing the five (5) ordinary shares, par value NIS 0.10 per share, of the Company (the “Ordinary Shares”), including rights (B) a warrant, in the form filed as Exhibit 4.2 to the Registration Statement (as defined in Section 2.1.1 below), to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share ADS (each, a “Warrant” and collectively, the “Warrants”)) and (C) a purchase right, or an aggregate of [·] ([·]) Warrants in the form filed as Exhibit 4.3 to the Registration Statement, to purchase 0.75 of an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance ADS (each, a “Firm SecurityPurchase Right” and, and collectively, the “Purchase Rights”). Each Warrant shall be exercisable for a period of five (5) years at an exercise price of ______ per ADS, subject to adjustment as provided in the Warrants. Each Purchase Right shall be exercisable for a period of six (6) months at an exercise price of ______ per ADS, subject to adjustment as provided in the Purchase Rights. The _________ Units are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company the number of ________ Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $_____ per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Unit. The Firm Securities are to be offered initially to the public as units at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] ____________ shares (the “Firm Shares”) of the Company’s common stock, no par value $0.00001 per share (the “Common Stock” and the shares of Common Stock, the “Shares”), including rights to purchase an aggregate of _____ shares of Series A Junior Participating Cumulative H Preferred Stock of the CompanyStock, which are attached to all shares of par value $0.00001 (“Firm Preferred Shares”) and Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant purchase warrants to purchase [one (1)] share up to an aggregate of ______ shares of Common Stock at an exercise price of $[·] _________ per share (each, a “Warrant”), or an aggregate 125.0% of [·] ([·]the public offering price per Firm Share in the Offering) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”,” and together with the Option Warrants (as defined below). The , the “Warrants” and, the Firm Warrants together with the Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectivelyPreferred Shares, the “Firm Securities”). The Firm Shares, Firm Preferred Shares and the Firm Warrants will be separated immediately upon issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares, Firm Preferred Shares, and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a hereof. The combined purchase price set forth on Schedule 1 attached hereto (100% of the per for one Firm Share and Firm one Warrant offering prices for shares to purchase one Share is $_______ (the “Combined Purchase Price”) which shall be allocated as $_____ per share of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, the “Eastern CapitalShare Purchase Price”) and 93% of $0.0____ per warrant (the per “Warrant Purchase Price”) and the combined purchase price for one Firm Preferred Share and Firm Warrant offering prices for shares warrants to purchase ______ Shares is $____(the “Combined Preferred Purchase Price”) which shall be allocated as $______ per share of Common Preferred Stock and Warrants purchased for sale to all other parties)$0.0___ per warrant. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·] shares (i) 1,849,460 Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock and (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [b) one (1) warrant (each, a “Firm Warrant” and collectively, the “Firm Warrants”)] , each Firm Warrant to purchase one share of Common Stock equal to the number of Firm Shares underlying such Firm Class A Unit at an exercise price of $[·] 1.3125 per share (eachthe “Firm Warrant Shares); and (ii) 4,060 Class B Units (the “Firm Class B Units” and, a together with the Firm Class A Units, the “WarrantFirm Units”) each Firm Class B Unit consisting of (a) one (1) share (the “Firm Series 2 Preferred”) of the Company’s Series 2 Convertible Preferred Stock, par value $0.001 per share (the “Series 2 Preferred”), or containing the relative rights, preferences, limitations and designations set forth in the Certificate of Designation filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”), and to be convertible into an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] 3,865,120 shares of Common Stock (the “Firm WarrantsConversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to the number of Firm Conversion Shares underlying such Firm Class B Unit. The Firm Shares Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities”). (ii) The Underwriters, severally ” Firm Shares and not jointly, agree to purchase from the Company Firm Warrants underlying the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto Class A Units and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the per Firm Share Series 2 Preferred and the Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of underlying the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to Class B Units will be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,separately transferable immediately upon issuance.

Nature and Purchase of Firm Securities. (i) 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 [·] __________ shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock each at an exercise price of $[·] ____ per share (110% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] _________ shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may shall be purchased separately and will be separately tradable immediately upon issuance sold as a unit (each, a “Firm Security” and, collectively, the “Firm SecuritiesUnit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $_____ per Firm Unit (10093% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $_____ per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”ii) and 93% of the $0.01 per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrant. The Firm Securities Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock each at an exercise price of $[·●] per share (125% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·●] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may shall be purchased separately and will be separately tradable immediately upon issuance sold as a unit (each, a “Firm Security” and, collectively, the “Firm SecuritiesUnit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per Firm Unit (10092% of the per Firm Unit public offering price), and the purchase price of each Firm Unit shall be allocated as follows: (i) $[●] per Firm Share ([●]% of the per Firm Share public offering price) and (ii) $[●] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93[●]% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] 3,500,000 shares (the “Firm Shares”) of the Company’s common stockVoting Common Shares – Series Investor 1, no par value per share (the “Common StockShares”)) and/or pre-funded warrants (each, including rights a “Pre-Funded Warrant”, and in the aggregate, the “Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of one Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] CAD$0.001 per share (eachthe “Pre-Funded Warrant Shares”) until such time as the Pre-Funded Warrants are exercised in full, a “Warrant”), or an aggregate of [·] ([·]subject to adjustment as provided in the Pre-Funded Warrants. The Pre-Funded Warrants referred to in this Section 1.1.1(i) Warrants are hereinafter referred to purchase an aggregate of [·] shares of Common Stock (as the “Firm Pre-Funded Warrants”). The form of Firm Shares and the Firm Pre-Funded Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”).is attached hereto as Exhibit G. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of US$1.87 per Firm Share (10093.5% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”price) and 93US$1.8693 per Firm Pre-Funded Warrant (93.5% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice less CAD$0.001). The Firm Securities Shares and the Firm Pre-Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] 1,980,000 shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters two warrants, one warrant of which is referred to herein as the “Unit A Warrant” and the other which is referred to herein as the “Unit B Warrant.”(each of the Unit A Warrants and Unit B Warrants are sometimes referred to herein as a “Warrant” and collectively as the “Warrants”) it). Each Warrant shall entitle its holder to purchase [one (1)] share of Common Stock at an exercise price of $[·] 4.25 per share (each, a “Warrant”100% of the public offering price per Firm Unit in the Offering), or an aggregate of [·] ([·]) 3,960,000 Warrants to purchase an aggregate of [·] 3,960,000 shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold together as a unit (each a “Firm Unit” and collectively the “Firm Units”), consisting of one Firm Share and two Firm Warrants. The Firm Shares and the Firm Warrants may will be purchased separately separated immediately upon issuance. The Unit A Warrants will be listing for trading on the on the NASDAQ CM (as defined below) and expire five years from the date of issuance. The Unit B Warrant will not be listed for trading on the Nasdaq CM and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, expire 12 months from the “Firm Securities”)date of issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $3.9525 per Firm Unit (10093% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $3.9339 per Firm Share and (ii) $0.0093 per each Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrant. The Firm Securities Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·•] shares units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock), no par value $0.01 per share (the “Common Stock”), including rights ) or a pre-funded warrant to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Firm SharesPre-funded Warrants”). For each Firm Share issued and sold by the Company) in lieu thereof, the Company shall issue and sell to the several Underwriters one (ii) one-half (1/2) of a Class B-1 common warrant to purchase [one (1)] ) share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Class B-1 Warrant”) and (iii) one (1) Class B-2 common warrant to purchase one (1) share of Common Stock (the “Class B-2 Warrant” and, each of the Class B-1 Warrant and Class B-2 Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares Shares, the Pre-funded Warrants, and the Firm Common Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto of (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates i) $[•] (collectively, “Eastern Capital”) and or 93% of the per Public Purchase Price for one (1) Unit) for each Unit including a Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and or (ii) as to Eastern Capital$[•] (or 93% of the Public Purchase Price for one Unit, shall also include,less the exercise price per Pre-funded Warrant of $0.01) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) 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 [·] shares (the “Firm Shares”) of its 8.00% Series A Cumulative Convertible Preferred Stock, no par value per share (which we refer to as the “Series A Preferred Stock”). Each share of Series A Preferred Stock is initially convertible into shares (collectively, the “Preferred Conversion Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), including rights subject to adjustments as set forth in the Certificate of Designation (as defined below). Each Firm Share will be accompanied by three Common Stock purchase warrants, each of which warrant is exercisable to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an initial exercise price of $[·] $ per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Warrants accompanying the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance Shares (each, a the “Firm Security” and, collectively, Warrants”) are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $ per one Firm Share and three Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the offering price per one Firm Share and three Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesWarrants, reflecting the Underwriters’ discount). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·●] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights and an aggregate of [●] pre-funded warrants (the “Pre-Funded Warrants”) in the form filed as an exhibit to purchase shares the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable into an aggregate of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all [●] shares of Common Stock (collectively, the “Firm Pre-Funded Warrant Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant together with Common Stock purchase warrants to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or up to an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants” and the shares of Common Stock exercisable under the Firm Warrants, together with the Pre-Funded Warrant Shares, the “Warrant Shares”) which shall have an exercise price of $[●], subject to adjustment as provided in the warrant agreement in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”). The Firm Shares and Shares, the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the Pre-Funded Warrants are referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $[●] per Firm Share and Firm Warrant offering prices for shares share of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm offering price), $[●] per Pre-Funded Warrant (92% of the per Pre-Funded Warrant offering prices for shares of Common Stock price) and Warrants purchased for sale to all other parties)$0.0093 per Firm Warrant. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] 4,170,000 shares (the “Firm Shares”) of the Company’s common stock, no par value $0.0005 per share (the “Common Stock”)) and no pre-funded warrants (each, including rights a “Firm Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] 0.001 per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm WarrantsPre-Funded Warrant Shares”). The Firm Shares and ) until such time as the Pre-Funded Warrants are exercised in full, subject to adjustment as provided in the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)Pre-Funded Warrants. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $0.66960 per Firm Share (10093.0% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted companyprice), and its Affiliates and Associates $N/A per Firm Pre-Funded Warrant (collectively, “Eastern Capital”) and 9393.0% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice less $0.001). The Firm Securities Shares and the Firm Pre-Funded Warrants (collectively, the “Firm Securities”) are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·(i) [ ] shares Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights and (b) one (1) warrant (each, a “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase shares the number of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock equal to one half (collectively, “1/2) of the number of Firm Shares”). For each Shares underlying the Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock Class A Units at an exercise price of $[·[ ] per share (eachthe “Firm Warrant Shares); and (ii) [ ] Class B Units (the “Firm Class B Units” and, a together with the Firm Class A Units, the “WarrantFirm Units”) each Firm Class B Unit consisting of (a) one (1) share (the “Firm Series 2 Preferred”) of the Company’s Series 2 Convertible Preferred Stock, par value $0.001 per share (the “Series 2 Preferred”), or containing the relative rights, preferences, limitations and designations set forth in the Certificate of Designation filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”), and to be convertible into an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·[ ] shares of Common Stock (the “Firm WarrantsConversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying the Firm Class B Units. The Firm Shares Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities”). (ii) The Underwriters, severally ” Firm Shares and not jointly, agree to purchase from the Company Firm Warrants underlying the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto Class A Units and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the per Firm Share Series 2 Preferred and the Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of underlying the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to Class B Units will be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,separately transferable immediately upon issuance.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares. ”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock each at an exercise price of $[·●] per share (100% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·●] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may shall be purchased separately and will be separately tradable immediately upon issuance sold as a unit (each, a “Firm Security” and, collectively, the “Firm SecuritiesUnit”), consisting of one Firm Share and one Firm Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per Firm Unit (100[●]% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $[●] per Firm Share [●]% of the per Firm Share offering price) and (ii) $[●] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”[●]%) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)price. The Firm Securities Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each, a “Company Offering Firm Share” and collectively, the “Company Offering Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights and the selling stockholders as set forth in Schedule 1-B (the “Selling Stockholders”) agreed to purchase shares sell to the several Underwriters, an aggregate of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all [●] shares of Common Stock (each, a “Selling Stockholder Firm Share” and collectively, the “Selling Stockholder Firm Shares”). Each Company Offering Firm Share or Selling Stockholder Firm Share is a “Firm Share” and collectively are the Firm Shares. For each every one Company Offering Firm Share issued and sold by the CompanyCompany or every one Selling Stockholder Firm Share sold by the Selling Stockholders, the Company shall issue and sell to the several Underwriters one five-year warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·●] per share (100.0% of the public offering price per Firm Share in the Offering) (each, a “Firm Warrant”), or an aggregate of [·●] ([·]) Warrants five-year warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities,” and, each individually, a “Firm Security”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable separated immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company and the Selling Stockholders the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 1-A attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto for one Firm Security of $[●] (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and or 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesSecurity purchase price). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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) (a) [·] ●]ordinary shares (the “Firm Shares”) of the Company’s common stock, no par value $3.15 per share (the “Common StockOrdinary Shares”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock and (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant b) [●] pre-funded warrants to purchase [one (1)●] share of Common Stock Ordinary Shares at an exercise price of $[·] 0.001 per share (each, a “Pre-Funded Warrant”),” collectively, or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Pre-Funded Warrants”). The Firm Shares ,” and together with the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectivelyShares, the “Firm Securities”).. The terms of the Pre-Funded Warrants are set forth in the form of Pre-Funded Warrant attached hereto as Exhibit C. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per share (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share public offering price) and Firm at a purchase price of $0.001 per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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, (a) an aggregate of [·__] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”), including rights (b) [__] pre-funded warrants to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of our Common Stock (collectively, the “Firm SharesPre-Funded Warrants”). For each Firm Share issued and sold by ) in the Company, the Company shall issue and sell form filed as an exhibit to the several Underwriters one warrant to purchase [one Registration Statement (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”as hereinafter defined), or exercisable into an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·__] shares of Common Stock (the “Pre-Funded Warrant Shares”), which shall have an exercise price of $0.001 per share (subject to adjustment as provided in the Pre-Funded Warrants) and (c) Common Stock purchase warrants (the “Firm Warrants”, and together with the Pre-Funded Warrants, the “Warrants”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of [__] shares of Common Stock (the “Common Warrant Shares”, and together with the Pre-Funded Warrant Shares, the “Warrant Shares”), which shall have an exercise price of $[__] (subject to adjustment as provided in the Firm Warrants). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to herein as the “Firm Securities.” The Firm Shares and/or Pre-Funded Warrants and the Firm Warrants shall be sold together as a fixed combination, each consisting of (i) one Firm Share or one Pre-Funded Warrant, and (ii) one Firm Warrant to purchase one-half of one share of Common Stock, with each combination consisting of one Firm Share and one Firm Warrant to purchase one-half of one share of Common Stock being referred to herein as a “Unit” and each combination consisting of one Pre-Funded Warrant to purchase one share of Common Stock and one Firm Warrant to purchase one-half of one share of Common Stock being referred to herein as a “Pre-Funded Unit.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[__] per Unit (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share Unit offering price) and Firm Warrant $[__] per Pre-Funded Unit (93% of the per Pre-Funded Unit offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities Units and the Pre-Funded Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” The price per Unit and “Associates” (i) the price per Pre-Funded Unit shall have each reflect the respective meanings ascribed to such terms in Rule 12b-2 sum of the General Rules and Regulations under the Exchange Act (as defined below)prices of each applicable component Firm Security set forth herein, as in effect on the date with each Firm Warrant having a value of this Agreement and (ii) as to Eastern Capital, shall also include,$0.01.

Nature and Purchase of Firm Securities. (i) 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 [·•] shares (the “Firm Shares”) of the Company’s common stockshares, no par value CHF 0.20 per share (the “Common Stock” and/or pre-funded warrants (each, a “Pre-Funded Warrant”), including rights and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] CHF 0.01 per share (eachthe “Pre-Funded Warrant Shares”) until such time as the Pre-Funded Warrants are exercised in full, subject to adjustment as provided in the Pre-Funded Warrants, and an aggregate of [•] warrants (each a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (and in the aggregate, the “Firm Warrants”). The Firm Shares and certificate evidencing the Firm Pre-Funded Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, in the “Firm Securities”).form attached hereto as Exhibit A. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares, Pre-Funded Warrants and Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[•] per Firm Share and accompanying Firm Warrant (10093.0% of the per Firm Share offering price, allocated as [__] per Firm Share and [__] per Firm Warrant), $[ ] per Firm Pre-Funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates accompanying Warrant (collectively, “Eastern Capital”) and 9393.0% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (less CHF 0.01, allocated as defined in Section 2.1.1 hereof[_] per Firm Pre-Funded Warrant and [__] per Firm Warrant). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] 5,324,139 shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”)) and 9,770,200 pre-funded warrants (each a “Pre-funded Warrant” and collectively, including rights the “Pre-funded Warrants”; the Firm Shares and Pre-funded Warrants are referred to as the “Firm Securities” and each individually, a “Firm Security”) to purchase 9,770,200 shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] 0.01 per share until such time as the Pre-funded Warrants are exercised in full subject to adjustment as provided in the Pre-funded Warrant. (each, a “Warrant”), or an aggregate of [·] ([·]ii) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Pre-funded Warrants may are to be purchased separately and will be separately tradable immediately upon issuance offered together to the public at the offering price as set forth on Schedule 2-A hereto (each, a “Firm Security” and, collectively, the “Firm SecuritiesPublic Purchase Price”). (ii) . The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Pre-funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto for one Firm Share of $1.9716 (100or 93.0% of the per Public Purchase Price for one Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”Share) and 93the purchase for one Pre-funded Warrant of $1.9716 (or 93.0% of the per Public Purchase Price for one Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesShare). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·] shares 28,000,000 units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock), no par value $0.01 per share (the “Common Stock”), including rights ) or a pre-funded warrant to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Firm SharesPre-funded Warrants”). For each Firm Share issued and sold by the Company) in lieu thereof, the Company shall issue and sell to the several Underwriters one (ii) one-half (1/2) of a Class B-1 common warrant to purchase [one (1)] ) share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Class B-1 Warrant”) and (iii) one (1) Class B-2 common warrant to purchase one (1) share of Common Stock (the “Class B-2 Warrant” and, each of the Class B-1 Warrant and Class B-2 Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares Shares, the Pre-funded Warrants, and the Firm Common Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto of (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates i) $0.2325 (collectively, “Eastern Capital”) and or 93% of the per Public Purchase Price for one (1) Unit) for each Unit including a Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and or (ii) as to Eastern Capital$0.2232 (or 93% of the Public Purchase Price for one Unit, shall also include,less the exercise price per Pre-funded Warrant of $0.01) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·] 1,727,273 shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”)) and 0 pre-funded warrants (each a “Pre-funded Warrant” and collectively, including rights the “Pre-funded Warrants”; the Firm Shares and Pre-funded Warrants are referred to as the “Firm Securities” and each individually, a “Firm Security”) to purchase 0 shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] 0.001 per share (each, a “until such time as the Pre-funded Warrants are exercised in full subject to adjustment as provided in the Pre-funded Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”). (ii) The Underwriters, severally Firm Shares and not jointly, agree the Pre-funded Warrants are to be offered together to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Firm Securities Shares and Pre-funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto for one Firm Share of $2.024 (100or 92.0% of the per Public Purchase Price for one Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”Share) and 93the purchase for one Pre-funded Warrant of $2.023 (or 92.0% of the Public Purchase Price for one Firm Share, less the exercise price per Firm Share and Firm Pre-funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties$0.001). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] 3,000,000 shares (the “Firm Shares”) of the Company’s common stock, no par value $0.0002 per share (the “Common Stock”), including rights and an aggregate of 9,500,000 pre-funded warrants (the “Pre-Funded Warrants”) in the form filed as an exhibit to purchase shares the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable into an aggregate of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all 9,500,000 shares of Common Stock (collectively, the “Firm Warrant Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant together with Common Stock purchase warrants to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or up to an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] 6,250,000 shares of Common Stock (the “Firm Warrants”) which shall have an exercise price of $1.584, subject to adjustment as provided in the Warrant Agent Agreement between the Company and Continental Stock Transfer & Trust Company as warrant agent (the “Warrant Agent Agreement”). The Firm Shares and Shares, the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the Pre-Funded Warrants are referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $1.3392 per Firm Share and Firm Warrant offering prices for shares share of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm offering price), $1.3392 per Pre-Funded Warrant (93% of the per Pre-Funded Warrant offering prices for shares of Common Stock price) and Warrants purchased for sale to all other parties)$0.0093 per Firm Warrant. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.00001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] _____ per share (125.0% of the public offering price per Firm Security in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·] ([·]) _____ Warrants to purchase an aggregate of [·] _________ shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable separated immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $[●] per combined Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% [93]% of the per Firm Share and Firm Warrant Security public offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price pricec set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] _______ shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters two warrants, one warrant of which is referred to herein as the “Unit A Warrant” and the other which is referred to herein as the “Unit B Warrant.”(each of the Unit A Warrants and Unit B Warrants are sometimes referred to herein as a “Warrant” and collectively as the “Warrants”) it). Each Warrant shall entitle its holder to purchase [one (1)] share of Common Stock at an exercise price of $[·] ___per share (each, a “Warrant”100% of the public offering price per Firm Share in the Offering), or an aggregate of [·] ([·]) ________ Warrants to purchase an aggregate of [·] __________ shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold together as a unit (each a “Firm Unit” and collectively the “Firm Units”), consisting of one Firm Share and two Firm Warrants. The Firm Shares and the Firm Warrants may will be purchased separately separated immediately upon issuance. The Unit A Warrants will be listing for trading on the on the NASDAQ CM (as defined below) and expire five years from the date of issuance. The Unit B Warrant will not be listed for trading on the Nasdaq CM and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, expire 12 months from the “Firm Securities”)date of issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $____ per Firm Unit (10093% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $____ per Firm Share and (ii) $0.001 per each Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrant. The Firm Securities Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·[ ] shares Class A Units (each, a “Class A Unit” and collectively, the “Firm SharesClass A Units”) ), each Class A Unit consisting of one share of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights and a warrant, in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below), to purchase shares one share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [ ] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one share of Series A Junior Participating Cumulative B Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock of the Company, which are attached to all convertible into [ ] shares of Common Stock (collectivelyat a conversion price of $[ ] per share, “Firm Shares”). For each Firm Share issued subject to adjustments and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant Warrants to purchase [one (1)up to [ ] share shares of Common Stock . Each Warrant shall be exercisable for a period of five years at an exercise price of $[·[ ] per share (eachshare, a “Warrant”), or an aggregate of [·] ([·]) Warrants subject to purchase an aggregate of [·] shares of Common Stock (adjustment as provided in the “Firm Warrants”). The Firm Shares [ ] Class A Units and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, [ ] Class B Units are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[ ] per Class A Unit (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share Class A Unit offering price) and Firm Warrant $930.00 per Class B Unit (93% of the per Class B Unit offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). .. The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·•] shares common units (each, a “Common Unit” and collectively, the “Common Units”), each Common Unit consisting of one share (each, a “Firm Share,” and in the aggregate, the “Firm Shares”) of the Company’s common stockshares, no par value per share (the “Common StockShares”)) and one warrant (each, including rights a “Warrant” and collectively with the Warrants included in the Pre-funded Units (as defined below) , the “Firm Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of one Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·•] per share for a period of five (5) years, subject to adjustment as provided in the Warrant and [•] pre-funded units (each, a “WarrantPre-funded Unit” and in the aggregate, the “Firm Pre-funded Units”), or an aggregate each Pre-funded Unit consisting of one [·•] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance pre-funded warrant (each, a “Pre-Funded Warrant,” and in the aggregate, the “Firm Security” andPre-Funded Warrants”; the Common Units, collectivelyPre-funded Units, Firm Shares, Firm Pre-Funded Warrants and the Firm Warrants together, the “Firm Securities”)) to purchase one Common Share at an exercise price of $0.01 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant, and one Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[•] per Common Unit (10092.85% of the per Common Unit offering price, allocated as [•] per Firm Share and $[0.00001] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”Warrant) and 93$[•] per Pre-funded Unit (92.85% of the per Pre-funded Unit offering price minus $0.01, allocated as [•] per Firm Share Pre-Funded Warrant and $[0.00001] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesWarrant). The Firm Securities Common Units and Pre-funded Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·(i) [ ] shares Class A Units (the “Firm Class A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock and (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [b) one (1) warrant (each, a “Firm Warrant” and collectively, the “Firm Warrants”)] , each Firm Warrant to purchase one share of Common Stock equal to the number of Firm Shares underlying such Firm Class A Unit at an exercise price of $[·[ ] per share (eachthe “Firm Warrant Shares); and (ii) [ ] Class B Units (the “Firm Class B Units” and, a together with the Firm Class A Units, the “WarrantFirm Units”) each Firm Class B Unit consisting of (a) one (1) share (the “Firm Series 2 Preferred”) of the Company’s Series 2 Convertible Preferred Stock, par value $0.001 per share (the “Series 2 Preferred”), or containing the relative rights, preferences, limitations and designations set forth in the Certificate of Designation filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”), and to be convertible into an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·[ ] shares of Common Stock (the “Firm WarrantsConversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant to purchase the number of shares of Common Stock equal to the number of Firm Conversion Shares underlying such Firm Class B Unit. The Firm Shares Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, Conversion Shares are each referred to as a “Firm Security” and, collectively, as the “Firm Securities”). (ii) The Underwriters, severally ” Firm Shares and not jointly, agree to purchase from the Company Firm Warrants underlying the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto Class A Units and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the per Firm Share Series 2 Preferred and the Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of underlying the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to Class B Units will be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,separately transferable immediately upon issuance.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock ) and [●] pre-funded warrants (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”; the Firm Shares and Pre-funded Warrants are referred to as the “Firm SharesSecurities” and each individually, a “Firm Security”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant ) to purchase [one (1)●] share shares of Common Stock at an exercise price of $[·] 0.01 per share until such time as the Pre-funded Warrants are exercised in full subject to adjustment as provided in the Pre-funded Warrant. (each, a “Warrant”), or an aggregate of [·] ([·]ii) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Pre-funded Warrants may are to be purchased separately and will be separately tradable immediately upon issuance offered together to the public at the offering price as set forth on Schedule 2-A hereto (each, a “Firm Security” and, collectively, the “Firm SecuritiesPublic Purchase Price”). (ii) . The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Pre-funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto for one Firm Share of $[●] (100or 93.0% of the per Public Purchase Price for one Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”Share) and 93the purchase for one Pre-funded Warrant of $[●] (or 93.0% of the per Firm Share and Firm Warrant offering prices Public Purchase Price for shares of Common Stock and Warrants purchased for sale to all other partiesone Pre-funded Warrant). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·[ ] shares Class A Units (each, a “Class A Unit” and collectively, the “Firm SharesClass A Units”) ), each Class A Unit consisting of one share of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights and a warrant, in the form filed as Exhibit __ to the Registration Statement (as defined in Section 2.1.1 below), to purchase shares one half of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares a share of Common Stock (each, a “Warrant” and collectively, the “Firm SharesWarrants”). For each Firm Share issued , and sold by the Companyan aggregate of [ ] Class B Units (each, a “Class B Unit” and collectively, the Company shall issue “Class B Units”), each Class B Unit consisting of one share of Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and sell to the several Underwriters one warrant a Warrant to purchase [one the number of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering price. Each Warrant shall be exercisable for a period of three (1)] share of Common Stock 3) years at an exercise price of $[·[ ] per share (eachshare, a “Warrant”), or an aggregate of [·] ([·]) Warrants subject to purchase an aggregate of [·] shares of Common Stock (adjustment as provided in the “Firm Warrants”). The Firm Shares [ ] Class A Units and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, [ ] Class B Units are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price set forth on Schedule 1 attached hereto of $[ ] per Class A Unit (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share Class A Unit offering price) and Firm Warrant $[ ] per Class B Unit (93% of the per Class B Unit offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.025 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·●] per share (125.0% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·●] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may will be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% prices of the $[●] per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share public offering price) and $[●] per Firm Warrant (93% of the per Firm Warrant public offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] ___ shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”)) and ___ pre-funded warrants (each a “Pre-funded Warrant” and collectively, including rights the “Pre-funded Warrants”; the Firm Shares and Pre-funded Warrants are referred to as the “Firm Securities” and each individually, a “Firm Security”) to purchase ___ shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] 0.001 per share until such time as the Pre-funded Warrants are exercised in full subject to adjustment as provided in the Pre-funded Warrant. (each, a “Warrant”), or an aggregate of [·] ([·]ii) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Pre-funded Warrants may are to be purchased separately and will be separately tradable immediately upon issuance offered together to the public at the offering price as set forth on Schedule 2-A hereto (each, a “Firm Security” and, collectively, the “Firm SecuritiesPublic Purchase Price”). (ii) . The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Pre-funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto (100% of the per for one Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates ___ (collectively, “Eastern Capital”) and or 93% of the per Public Purchase Price for one Firm Share Share) and Firm the purchase for one Pre-funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page ___ (or 93% of the Prospectus (as defined in Section 2.1.1 hereofPublic Purchase Price for one Firm Share). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·] shares 120,000,000 units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock), no par value $0.01 per share (the “Common Stock”), including rights ) or a pre-funded warrant to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Firm SharesPre-funded Warrants”). For each Firm Share issued and sold by the Company) in lieu thereof, the Company shall issue and sell to the several Underwriters one (ii) one-half (1/2) of a Class C-1 common warrant to purchase [one (1)] ) share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Class C-1 Warrant”) and (iii) one (1) Class C-2 common warrant to purchase one (1) share of Common Stock (the “Class C-2 Warrant” and, each of the Class C-1 Warrant and Class C-2 Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares Shares, the Pre-funded Warrants, and the Firm Common Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto of (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates i) $0.0465 (collectively, “Eastern Capital”) and or 93% of the per Public Purchase Price for one (1) Unit) for each Unit including a Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and or (ii) as to Eastern Capital$0.0372 (or 93% of the Public Purchase Price for one Unit, shall also include,less the exercise price per Pre-funded Warrant of $0.01) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·●] shares units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock), no par value $0.01 per share (the “Common Stock”), including rights ) or a pre-funded warrant to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Firm SharesPre-funded Warrants”). For each Firm Share issued and sold by the Company) in lieu thereof, the Company shall issue and sell to the several Underwriters one (ii) one-half (1/2) of a Class C-1 common warrant to purchase [one (1)] ) share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Class C-1 Warrant”) and (iii) one (1) Class C-2 common warrant to purchase one (1) share of Common Stock (the “Class C-2 Warrant” and, each of the Class C-1 Warrant and Class C-2 Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares Shares, the Pre-funded Warrants, and the Firm Common Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto of (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates i) $[●] (collectively, “Eastern Capital”) and or 93% of the per Public Purchase Price for one (1) Unit) for each Unit including a Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and or (ii) as to Eastern Capital$[●] (or 93% of the Public Purchase Price for one Unit, shall also include,less the exercise price per Pre-funded Warrant of $0.01) for each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·●] shares units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock), no par value $0.0001 per share (the “Common Stock”), including rights ) or a pre-funded warrant to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Firm SharesPre-funded Warrants”). For each Firm Share issued ) in lieu thereof and sold by the Company, the Company shall issue and sell to the several Underwriters one (ii) a common warrant to purchase [one (1)] ) share of Common Stock at an exercise price of $[·] per share (each, a “Common Warrant”),” and collectively, or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Common Warrants”). The Firm Shares Shares, the Pre-funded Warrants, and the Firm Common Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Firm Securities Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto of (100i) $[●] (or 92.0% of the per Public Purchase Price for one (1) Unit) for each Unit including a Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates or (collectively, “Eastern Capital”ii) and 93$[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Firm Share and Firm Pre-funded Warrant offering prices of $0.001) for shares of Common Stock and Warrants purchased for sale to all other parties). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,each Unit including a Pre-funded Warrant.

Nature and Purchase of Firm Securities. (i) 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 [·] 11,066,258 shares (each, a “Company Offering Firm Share” and collectively, the “Company Offering Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”)) and the Selling Stockholders agreed to sell to the several Underwriters, including rights to purchase shares an aggregate of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all 540,884 shares of Common Stock (each, a “Selling Stockholder Firm Share” and collectively, the “Selling Stockholder Firm Shares”). Each Company Offering Firm Share or Selling Stockholder Firm Share is a “Firm Share” and collectively are the Firm Shares. For each every one Company Offering Firm Share issued and sold by the CompanyCompany or every one Selling Stockholder Firm Share sold by the Selling Stockholders, the Company shall issue and sell to the several Underwriters one five-year warrant to purchase [one (1)] share of Common Stock for $0.01 per warrant at an exercise price of $[·] 2.79 per share (100.0% of the combined public offering price per Firm Share and Firm Company Warrant as defined hereto in the Offering) (each, a “Firm Company Warrant”), or an aggregate of [·] ([·]) Warrants 11,607,142 five-year warrants to purchase an aggregate of [·] 11,607,142 shares of Common Stock (the “Firm Company Warrants” and together with the Firm Shares, the “Firm Securities,” and, each individually, a “Firm Security”). The Firm Shares and the Firm Company Warrants may be purchased separately and will be separately tradable separated immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company and the Selling Stockholders the number of Firm Securities Shares and Firm Company Warrants set forth opposite their respective names on Schedule 1 1-A attached hereto and made a part hereof at a combined purchase price set forth on Schedule 1 attached hereto (100% of the per for one Firm Share and one Firm Company Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates $2.604 (collectively, “Eastern Capital”) and or 93% of the per combined public purchase price of one Firm Share and one Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesCompany Warrant). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] 4,353,000 shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant two warrants to purchase [one (1)] share of Common Stock each at an exercise price of $[·] 4.25 per share (100% of the public offering price per Firm Security in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·] ([·]) 8,706,000 Warrants to purchase an aggregate of [·] 8,706,000 shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable separated immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $3.9525 per combined Firm Share and two Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant Security public offering prices for shares price) which shall be allocated as $3.9339 per share of Common Stock (the “Share Purchase Price”) and Warrants purchased for sale to all other parties$0.0093 per warrant (the “Warrant Purchase Price”). The Firm Securities are to be offered initially to the public at the combined offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] 1,200,000 shares (the “Firm Shares”) of its 8.00% Series A Cumulative Convertible Preferred Stock, no par value per share (which we refer to as the “Series A Preferred Stock”). Each share of Series A Preferred Stock is initially convertible into 5.556 shares (collectively, the “Preferred Conversion Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), including rights subject to adjustments as set forth in the Certificate of Designation (as defined below). Each Firm Share will be accompanied by three Common Stock purchase warrants, each of which warrant is exercisable to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an initial exercise price of $[·] 5.00 per share (each, a the “WarrantWarrants”), or an aggregate of [·] ([·]) . The 1,200,000 Firm Shares and the 3,600,000 Warrants to purchase an aggregate of [·] shares of Common Stock accompanying the Firm Shares (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, ) are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $23.25 per one Firm Share and three Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the offering price per one Firm Share and three Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesWarrants, reflecting the Underwriters’ discount). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] 6,000 shares (“Firm Shares”) of the Company’s Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), together with Common Stock purchase warrants to purchase up to an aggregate of 2,400,000 shares of Common Stock (each a “Firm Warrant” and collectively the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”; one unit of one Firm Share and 400 Firm Warrants is referred to as a “Firm Security”). Each Firm Warrant shall be exercisable for a period of five (5) years at an exercise price of $3.00 per share (the “Firm Warrant Exercise Price”), subject to adjustment as provided in the agreement evidencing the Firm Warrant. The Firm Shares will be convertible into shares (the “Firm Conversion Shares”) of the Company’s common stock, no par value $0.01 per share (the “Common Stock”), including rights to purchase shares ) in accordance with the Certificate of Designation of Series A Junior Participating Cumulative B Preferred Stock in the form of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock Exhibit A hereto (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm SecuritiesSeries B Certificate of Designation”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $930 per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates Security (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant Security offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to shall be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.025 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every [one] Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one [one] warrant to purchase [one (1)one] share of Common Stock at an exercise price of $[·●] per share (125.0% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [·●] ([·]) Warrants to purchase an aggregate of [·●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable separated immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”)issuance. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $[●] per combined Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Security public offering price), which is equal to the sum of $[●] per Firm Share and [●] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrant. The Firm Securities are to be offered initially to the public at the offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] ____________ shares (the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock” and the shares of Common Stock, the “Shares”), including rights to purchase an aggregate of _____ shares of Series A Junior Participating Cumulative I Convertible Preferred Stock of the CompanyStock, which are attached to all shares of par value $0.001 (“Firm Preferred Shares”) and Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant purchase warrants to purchase [one (1)] share up to an aggregate of ______ shares of Common Stock at an exercise price of $[·] _________ per share (each, a “Warrant”), or an aggregate 125.0% of [·] ([·]the public offering price per Firm Share in the Offering) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”,” and together with the Option Warrants (as defined below). The , the “Warrants” and, the Firm Warrants together with the Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectivelyPreferred Shares, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares, Firm Preferred Shares, and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a hereof. The combined purchase price set forth on Schedule 1 attached hereto (100% of the per for one Firm Share and Firm one Warrant offering prices for shares to purchase one Share is $_______ (the “Combined Purchase Price”) which shall be allocated as $_____ per share of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, the “Eastern CapitalShare Purchase Price”) and 93% of $____ per warrant (the per “Warrant Purchase Price”) and the combined purchase price for one Firm Preferred Share and Firm Warrant offering prices for shares warrants to purchase ______ Shares is $____(the “Combined Preferred Purchase Price”) which shall be allocated as $______ per share of Common Preferred Stock and Warrants purchased for sale to all other parties)$___ per warrant. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] shares 5,100,000 Class A Units (each, a “Class A Unit” and collectively, the “Firm SharesClass A Units”) ), each Class A Unit consisting of one share of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights and a warrant, in the form filed as Exhibit A to Exhibit 4.6 to the Registration Statement (as defined in Section 2.1.1 below), to purchase shares one share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of 8,225 Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one share of Series A Junior Participating Cumulative Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock of the Company, which are attached to all convertible into 4,000 shares of Common Stock (collectivelyat a conversion price of $0.25 per share, “Firm Shares”). For each Firm Share issued subject to adjustments and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant Warrants to purchase [one (1)] share up to 4,000 shares of Common Stock . Each Warrant shall be exercisable for a period of five (5) years at an exercise price of $[·] 0.25 per share (eachshare, a “Warrant”), or an aggregate of [·] ([·]) Warrants subject to purchase an aggregate of [·] shares of Common Stock (adjustment as provided in the “Firm Warrants”). The Firm Shares 5,100,000 Class A Units and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, 8,225 Class B Units are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof hereof, at a purchase price set forth on Schedule 1 attached hereto of $0.2325 per Class A Unit (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share Class A Unit offering price) and Firm Warrant $930.00 per Class B Unit (93% of the per Class B Unit offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public as units at the respective offering price prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·] (A) 2,855,500 authorized but unissued shares (the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share share, of the Company (the “Common Stock”)) (such shares, including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each ; (B) pre-funded warrants in the form filed as Exhibit A hereto (the “Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant Pre-Funded Warrants”) to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or up to an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] 12,700,000 shares of Common Stock (the “Firm Pre-Funded Warrant Shares”); and (C) warrants in the form filed as Exhibit B hereto (the “Firm Warrants”) to purchase up to an aggregate of 15,555,500 shares of Common Stock (the “Firm Warrant Shares”). The Firm Shares Shares, the Firm Pre-Funded Warrants, the Firm Pre-Funded Warrant Shares, the Firm Warrants and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, Warrant Shares are collectively referred to as the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 1-A attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $0.4092 per Firm Share and Firm Warrant offering prices for shares share of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share offering price) $0.3999 per Firm Pre-Funded Warrant (93% of the per Firm Pre-Funded Warrant offering price) and $0.0093 per Firm Warrant (93% of the per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”)) and [●] pre-funded warrants (each a “Pre-funded Warrant” and collectively, including rights the “Pre-funded Warrants”; the Firm Shares and Pre-funded Warrants are referred to as the “Firm Securities”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] 0.001 per share (each, a “until such time as the Pre-funded Warrants are exercised in full subject to adjustment as provided in the Pre-funded Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”). (ii) The Underwriters, severally Firm Shares and not jointly, agree the Pre-funded Warrants are to be offered together to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Firm Securities Shares and Pre-funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a the purchase price set forth on Schedule 1 attached hereto for one Firm Share of $[●] (100or 93.0% of the per Public Purchase Price for one Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”Share) and 93the purchase for one Pre-funded Warrant of $[●] (or 93.0% of the Public Purchase Price for one Firm Share, less the exercise price per Firm Share and Firm Pre-funded Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties$0.001). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] 2,400,000 shares (the “Firm Shares”) of its 8.00% Series A Cumulative Convertible Preferred Stock, no par value per share (which we refer to as the “Series A Preferred Stock”). Each share of Series A Preferred Stock is initially convertible into 5.556 shares (collectively, the “Preferred Conversion Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), including rights subject to adjustments as set forth in the Certificate of Designation (as defined below). Each Firm Share will be accompanied by five Common Stock purchase warrants, each of which warrant is exercisable to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an initial exercise price of $[·] 2.97 per share (each, a the “WarrantWarrants”), or an aggregate of [·] ([·]) . The 2,400,000 Firm Shares and the 12,000,000 Warrants to purchase an aggregate of [·] shares of Common Stock accompanying the Firm Shares (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, ) are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $13.95 per one Firm Share and five Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the offering price per one Firm Share and five Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesWarrants, reflecting the Underwriters’ discount). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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, Underwriter an aggregate of [·●] shares units, (each, a “Unit” and collectively, the “Units”), with each Unit comprised of (i) one share of Common Stock (the “Common Stock”) of the Company, par value $0.0001 per share (the “Firm Shares”) and (ii) one warrant in the form of the Company’s common stock, no par value per share (the “Common Stock”), including rights Exhibit A to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·●] per share (each, a “Warrant”), or an aggregate 100% of [·] ([·]the offering price per Unit) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)one Unit shall be $[●]. The Firm Securities Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). The purchase price for each Unit will be allocated at $[●] per Firm Share and $[0.01] per Firm Warrant. (iii) To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding shares of Common Stock, the Company agrees to issue the Underwriter, for delivery to such purchasers, at the election of the purchasers, a number of shares of pre-funded Units (the “Affiliates” and Firm Pre-Funded Units”, together with the Units, the “Associates” Closing Units”). Each Firm Pre-Funded Unit consists of: (i) shall have one pre-funded warrant exercisable for one share of Common Stock in the respective meanings ascribed to such terms in Rule 12b-2 form of Exhibit B (the General Rules “Firm Pre-Funded Warrant” and Regulations under collectively with the Exchange Act (as defined below)Firm Shares and Firm Warrants, as in effect on the date of this Agreement “Firm Securities”) and (ii) one Firm Warrant. (iv) The purchase price of each Pre-Funded Unit will be equal to the price per Unit being sold in the Offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit will be $0.0001 per share. The purchase price for each Pre-Funded Unit will be allocated as to Eastern Capital, shall also include,$[●] per Pre-Funded Warrant and $[0.01] per Firm Warrant.

Nature and Purchase of Firm Securities. (i) 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, Underwriter an aggregate of [·•] shares (each a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters Underwriter: (i) one Class A warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·•] per share (each, a “Warrant”[•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof), or an aggregate of [·•] ([·]) Warrants Class A warrants to purchase an aggregate of [·•] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrants”) and (ii) one Class B warrant to purchase one-half of one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof), or an aggregate of [•] Class B warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants”). The Each combined Firm Shares Share and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, Warrant is referred to herein individually as a “Firm Security” andand the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares, the Firm Class A Warrants and the Firm Class B Warrants will be separated immediately upon issuance. (i) 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 Underwriter an aggregate of [•] shares (each a “Firm Share” and collectively, the “Firm SecuritiesShares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the Underwriter one warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof), or an aggregate of [•] warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Warrant” and collectively, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares and Firm Warrants will be separated immediately upon issuance. (ii) The Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[•] per Firm Security (100% [93]% of the per Firm Share and Firm Warrant Security offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,Prospectus.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Selling Stockholders agree, severally and not jointly, to issue and sell to the several Underwriters, an aggregate of [·•] shares (the “Firm Shares”) of the CompanyCCC’s common stock, no par value $0.001 per share (the ““ Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each every one Firm Share issued and sold by the CompanyCompany and the Selling Stockholders, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] one-half share of Common Stock at an exercise price of $[·•] per whole share [140.0% of the public offering price per share of Common Stock in the Offering] (each, a “Warrant”), or an aggregate of [·•] ([·]) Warrants to purchase an aggregate of [·•] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may will be purchased separately and will be separately tradable immediately upon the issuance (each, a “Firm Security” and, and collectively, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company and the Selling Stockholders the number of Firm Securities Securities, or in case of the Selling Stockholders, Firm Shares, set forth opposite their respective names on Schedule 1 4 attached hereto and made a part hereof at a an aggregate purchase price set forth on Schedule 1 attached hereto (100% of the $[•] per Firm Share and related Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 2.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares Class A Units (each, a “Class A Unit” and collectively, the “Firm SharesClass A Units”), each Class A Unit consisting of one (1) share of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”)) and a warrant, including rights in the form filed as Exhibit 4.9 to the Registration Statement (as defined below) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares one (1) share of Common Stock (each, a “Warrant” and collectively, the “Firm SharesWarrants”). For each Firm Share issued , and sold by the Companyan aggregate of [●] Class B Units (each, a “Class B Unit” and collectively, the Company shall issue and sell to the several Underwriters one warrant to purchase [“Class B Units”), each Class B Unit consisting of one (1)] ) share of Common Stock Series B Convertible Preferred Stock, $0.0001 par value per share (the “Preferred Stock”), and a Warrant to purchase the number of shares as would have been issued to such purchaser if they had purchased Class A Units based on the public offering price. Each Warrant shall be exercisable for a period of years at an exercise price of $[·●] per share (eachshare, a “Warrant”), or an aggregate of [·] ([·]) Warrants subject to purchase an aggregate of [·] shares of Common Stock (adjustment as provided in the “Firm Warrants”). The Firm Shares [●] Class A Units and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, [●] Class B Units are collectively referred to herein as the “Firm Securities.”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per Class A Unit (100[93]% of the per Class A Unit offering price) and $[●] per Class B Unit ([93]1% of the per Firm Share and Firm Warrant Class B Unit offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,1 Assumes a $10 million or greater offering. If gross proceeds are less than $10 million then 94%.

Nature and Purchase of Firm Securities. (i) 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 [·●] shares (the “Firm Shares”) of the Company’s common stockshares, no par value $CHF 0.20 per share (the “Common Stock” and/or pre-funded warrants (each, a “Pre-Funded Warrant”), including rights and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] CHF 0.01 per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Pre-Funded Warrant Shares”) until such time as the Pre-Funded Warrants are exercised in full, subject to adjustment as provided in the Pre-Funded Warrants”). The Firm Shares and certificate evidencing the Firm Pre-Funded Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, in the “Firm Securities”).form attached hereto as Exhibit A. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[●] per share (10093.0% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”price) and $[ ] per Firm Pre-Funded Warrant (93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)price less CHF 0. 01. The Firm Securities are Shares and the Firm Pre-Funded Warrants (together, the “Firm Securities”)are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 sell, severally and not jointly, to the several Underwriters, Underwriters an aggregate of (A) [·•] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”), including rights and (B) warrants exercisable to purchase shares an aggregate of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all [•] shares of Common Stock Stock, in the form attached hereto as Exhibit B (collectively, the “Firm SharesWarrants”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at which Warrants will have an exercise price of $[·•] per share (eachshare, a “Warrant”), or an aggregate of [·] ([·]) Warrants subject to purchase an aggregate of [·] shares of Common Stock adjustment as provided for therein (the “Firm Warrants”). The Firm Shares ,” and together with the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectivelyShares, the “Firm Securities”)). The Warrants are being offered and sold at the rate of one Warrant for every two shares of common stock purchased in this offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company (A) the number of Firm Securities Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[•] per Share1 and (B) the Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto (100% and made a part hereof at a purchase price of the $[•] per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrant2. The Firm Securities Shares and the Firm Warrants are to be offered initially to the public (the “Offering”) at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof2.1.1). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 sell, severally and not jointly, to the several Underwriters, an aggregate of [·[ ] shares (the “Firm Shares”) of the Company’s common stock, no par value $0.00001 per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each [ ] Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share in the form attached hereto as Exhibit A (each, a “Firm Warrant”), or an aggregate of [·[ ] ([·]) Warrants warrants to purchase an aggregate of [·[ ] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may will be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the are collectively referred to as “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[ ] per share (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other partiesprice). The Firm Securities Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” The Underwriters, severally and “Associates” not jointly, also agree to purchase from the Company the number of Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[•] per Firm Warrant (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 93% of the General Rules and Regulations under per Firm Warrant offering price). The Firm Warrants are to be offered initially to the Exchange Act public at the offering price set forth on the cover page of the Prospectus (as defined belowin Section 2.1.1 hereof), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 UnderwritersUnderwriter, an aggregate of [·] 5,521,569 shares (the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock”), including rights and an aggregate of 2,321,569 pre-funded warrants (the “Pre-Funded Warrants”) in the form filed as an exhibit to purchase shares the Registration Statement (as hereinafter defined) (the “Pre-Funded Warrant Agreement”) exercisable into an aggregate of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all 2,321,569 shares of Common Stock (collectively, the “Firm Pre-Funded Warrant Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant together with Common Stock purchase warrants to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or up to an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] 7,843,138 shares of Common Stock (the “Firm Warrants” and the shares of Common Stock exercisable under the Firm Warrants, together with the Pre-Funded Warrant Shares, the “Warrant Shares”) which shall have an exercise price of $1.15, subject to adjustment as provided in the warrant agreement in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”). The Firm Shares and Shares, the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, the Pre-Funded Warrants are referred to herein as the “Firm Securities.” The Firm Securities and the Warrant Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”). (ii) The Underwriters, severally and not jointly, agree Underwriter agrees to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto (100% of the $1.058 per share of Common Stock, $1.048 per Pre-Funded Warrant and $0.115 per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrant. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·•] shares common units (each, a “Common Unit” and collectively, the “Common Units”), each Common Unit consisting of one share (each a “Firm Share,” and in the aggregate, the “Firm Shares”) of the Company’s common stockshares, no par value per share (the “Common StockShares”)) and one warrant (each a “Warrant” and in the aggregate, including rights the “Firm Warrants”) to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of one Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·__] per share for a period of five (each5) years, a “subject to adjustments and provided in the Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of in the form annexed hereto as Exhibit C. The Common Stock (Units, the “Firm Warrants”). The Firm Shares Shares, and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, are referred to as the “Firm Securities”)” in this Agreement. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price set forth on Schedule 1 attached hereto of $[•] per Common Unit (100[__]% of the per Firm Share and Firm Warrant Common Unit offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limitedprice, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the allocated as [__] per Firm Share and $[__] per Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties)Warrant. The Firm Securities Common Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.

Nature and Purchase of Firm Securities. (i) 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 [·] ____________ shares (the “Firm Shares”) of the Company’s common stock, no par value $0.001 per share (the “Common Stock” and the shares of Common Stock, the “Shares”), including rights to purchase an aggregate of _____ shares of Series A Junior Participating Cumulative I Convertible Preferred Stock Stock, par value $0.001, each share of which will be convertible at any time at the Company, which are attached to all holder’s option into shares of Common Stock at a conversion ratio equal to $1,000 divided by $_____, the public offering price per Firm Share (collectively, “Firm Preferred Shares”). For each Firm Share issued , and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant Common Stock purchase warrants to purchase [one (1)] share up to an aggregate of ______ shares of Common Stock at an exercise price of $[·] _________ per share (each, a “Warrant”), or an aggregate 125.0% of [·] ([·]the public offering price per Firm Share in the Offering) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”,” and together with the Option Warrants (as defined below). The , the “Warrants” and, the Firm Warrants together with the Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectivelyPreferred Shares, the “Firm Securities”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities Shares, Firm Preferred Shares, and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a hereof. The combined purchase price set forth on Schedule 1 attached hereto (100% of the per for one Firm Share and Firm one Warrant offering prices for shares to purchase one Share is $_______ (the “Combined Purchase Price”) which shall be allocated as $_____ per share of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, the “Eastern CapitalShare Purchase Price”) and 93% of $____ per warrant (the per “Warrant Purchase Price”) and the combined purchase price for one Firm Preferred Share and Firm Warrant offering prices for shares warrants to purchase ______ Shares is $____(the “Combined Preferred Purchase Price”) which shall be allocated as $______ per share of Common Preferred Stock and Warrants purchased for sale to all other parties)$___ per warrant. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof) in the form of units, each Class A Unit consisting of one share of Common Stock, and one Warrant to purchase one share of Common Stock (collectively, the “Class A Units”) and each Class B Unit consisting of one share of Series I Convertible Preferred Stock and warrants to purchase the number of shares of Common Stock issuable upon conversion of one share of Series I Convertible Preferred Stock (collectively, the “Class B Units”). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,.