Common use of The Placement Clause in Contracts

The Placement. The Placement is expected to consist of a base sale of up to approximately $8.0 million of the Company’s Securities (“Subscription Amount”). The structure of the Placement will be common stock and/or pre-funded warrants to purchase common stock. The pricing of the Placement will be as set forth in the Pricing Disclosure attached hereto. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by of the Nasdaq Stock Exchange (the “Exchange”) of the Securities to be issued, and the execution of this Agreement and receipt of any other applicable regulatory approvals. The actual Subscription Amount and the offering price will be the subject of continuing negotiations between the Company, Aegis and investors.

The Placement. The Placement is expected to consist of a base sale of up to the Company’s maximum shelf eligibility, which reflects approximately $8.0 2.0 million of the Company’s Securities (“Subscription Amount”)Securities. The structure of the Placement will be common stock and/or pre-funded warrants to purchase common stock. The and pricing of the Placement will be as set forth in the Pricing Disclosure attached heretodefinitive securities purchase agreement (the “SPA”) by and among the Company and the investors thereto (the “Purchasers”). Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by of the Nasdaq Stock Exchange (the “Exchange”) of the Securities to be issued, if applicable, and the execution of this Agreement and receipt of any other applicable regulatory approvalsthe definitive SPA. The actual Subscription Amount size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company, Aegis Company and investorsAegis.