Common use of Pursuant to the Securities Act Clause in Contracts

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-259105), including any related prospectus or prospectuses, for the registration of the sale of Public Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement”. If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. The Preliminary Prospectus, subject to completion, dated September 13, 2021, which was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”. The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus”. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-259105276418), including any related preliminary prospectus or prospectuses(the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the sale of Public Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act Act, and the rules and regulations (the “Regulations”) of the Commission promulgated thereunder (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with under the Securities Act and Act. The conditions for use of Form S-1 to register the Offering under the Securities Act RegulationsAct, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (effective, including the Preliminary Prospectus included in the registration statementprospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date such time pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”))Regulations, is referred to herein as the “Registration Statement”. If the Company files together with any registration statement filed by the Company pursuant to Rule 462(b) of under the Securities Act Regulationsregistering additional Public Securities, then after such filing, is hereinafter called the term “Registration Statement,” shall include such registration statement and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 462(b424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior If, subsequent to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery date of this Agreement, is herein called a “Preliminary Prospectus”. The Preliminary Prospectusthe Company or the Representative determines that, subject to completion, dated September 13, 2021, which was included in the Registration Statement immediately prior to at the Applicable Time is hereinafter called Time, the “Pricing Prospectus”. The final prospectus Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the form first furnished circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Underwriters for use in Units to terminate their old purchase contracts and enter into new purchase contracts, then the Offering is hereinafter called the “Prospectus”. Any reference to the “most recent Preliminary Prospectus” shall Statutory Prospectus will be deemed to refer include any additional information available to purchasers at the latest Preliminary Prospectus included in time of entry into the Registration Statementfirst such new purchase contract.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-259105234415), including any related prospectus or prospectuses, for the registration of the sale Public Securities, the shares of Public Common Stock issuable upon exercise of the Warrants, including the Warrants issued as part of the Firm Units and the Option Warrants (the “Warrant Shares”), and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder under the Securities Act (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement”. .” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. .” The Preliminary Prospectus, subject to completion, dated September 13[•], 20212019, which that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”. .” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus”. .” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement, and an amendment or amendments thereto, on Form S-1 S-3 (File No. 333-259105189982), including any related prospectus or prospectuseswhich registration statement was declared effective on August 6, 2013, for the registration of the sale of certain securities of the Company, including the Public Securities Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations). Except as the context may otherwise require, such Such registration statement, including the exhibits thereto, as amended, on file with the Commission amended at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as date of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”))this Agreement, is referred to herein as hereinafter called the “Registration Statement”. If the Company files any a registration statement with the Commission pursuant to Rule 462(b) of the Securities Act RegulationsRegulations relating to the Public Securities, then then, after such filing, any reference herein to the term “Registration Statement” Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the “Base Prospectus”) in accordance with the provisions of Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the “Rule 430B Information”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Public Securities that omitted Rule 430B Information, is hereinafter collectively called a “Preliminary Prospectus”. .” The Preliminary Prospectus, subject to completion, dated September 13December 19, 20212013, which was included in the Registration Statement as amended and supplemented immediately prior to the Applicable Time Time, is hereinafter called the “Pricing Prospectus”. .” The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first furnished to the Underwriters for use in connection with the Offering offering and confirmation of the sales of the Public Securities, is hereinafter collectively called the “Prospectus”. .” Any reference in this Agreement to the “most recent Registration Statement, the Base Prospectus, a Preliminary Prospectus” , the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the latest documents incorporated or deemed incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”), on or before the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus included or the Prospectus, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is “contained, “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-259105)127871) a registration statement, including any related prospectus or prospectusesa prospectus, for relating to the registration of the sale of Public Securities under the Securities ActOffering, which registration statement and amendment or amendments have has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations ("Regulations") of the Commission promulgated thereunder under the Securities Act. The registration statement as amended at the time it becomes effective, including the information (the “Securities Act Regulations”if any) and contains and will contain all material statements that are required deemed to be stated therein in accordance with part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act and the Securities Act Regulations. Except Act, is hereinafter referred to as the context may otherwise require, such registration statement, as amended, on file "Registration Statement"; the prospectus in the form first filed with the Commission at pursuant to and within the time the registration statement became effective (including the Preliminary Prospectus included limits described in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (bRule 424(b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is hereinafter referred to herein as the “Registration Statement”. "Prospectus." If the Company files any has filed an abbreviated registration statement to register additional Firm Units pursuant to Rule 462(b) of under the Securities Act Regulations(the "Rule 462 Registration Statement"), then after such filing, any reference herein to the term “"Registration Statement” " shall be deemed to include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the 462 Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery . For purposes of this Agreement, is herein called "Time of Sale" means [o] p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a “preliminary prospectus, dated February 28, 2006, for distribution by the Underwriter (the "Preliminary Prospectus”"). The If, subsequent to the date of this Agreement, the Company or the Underwriter have determined that the Preliminary ProspectusProspectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, subject to completion, dated September 13, 2021, which was included in the Registration Statement immediately prior light of the circumstances under which they were made, not misleading and the Underwriter has agreed to provide an opportunity to purchasers of the Applicable Time is hereinafter called Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the “Pricing Prospectus”. The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus”. Any reference to the “most recent Preliminary Prospectus” shall Prospectus will be deemed to refer include any additional information available to purchasers at the latest Preliminary Prospectus included in time of entry into the Registration Statementfirst such new purchase contract.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-259105219147), including any related prospectus or prospectuses, for the registration of the sale Public Securities, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) and the Common Stock issuable upon conversion of the Preferred Stock (the “Preferred Conversion Shares”) included in the Public Securities Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder under the Securities Act (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement”. .” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). [The Registration Statement has been declared effective by the Commission on the date hereof. .] Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. .” The Preliminary Prospectus, subject to completion, dated September 13[_________], 20212017, which that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”. .” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus”. .” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-259105219147), including any related prospectus or prospectuses, for the registration of the sale Public Securities, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) and the Common Stock issuable upon conversion of the Preferred Stock (the “Preferred Conversion Shares”) included in the Public Securities Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder under the Securities Act (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement”. .” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. .” The Preliminary Prospectus, subject to completion, dated September 1328, 20212017, which that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”. .” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus”. .” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-259105153155), including any related preliminary prospectus or prospectuses(the “Preliminary Prospectus”, including any prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for the registration of the sale of Public Securities and the Representative’s Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act Act, and the rules and regulations (the “Regulations”) of the Commission promulgated thereunder (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with under the Securities Act and Act. The conditions for use of Form F-1 to register the Offering under the Securities Act RegulationsAct, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (including the Preliminary Prospectus included in the registration statementprospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date such time pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)Regulations), is referred to herein as hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Securities Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared Preliminary Prospectuses, dated August 22, 2008, September 17, 2008, September 25, 2008 and [__________] for distribution by the Underwriters (together the “Sale Preliminary Prospectus”). If the Company files any has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) of under the Securities Act Regulationsregistering additional Securities of any type (a “Rule 462(b) Registration Statement”), then after such filingthen, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such registration statement Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Public Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. The Preliminary Prospectus, subject to completion, dated September 13, 2021, which was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”. The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus”. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.

Pursuant to the Securities Act. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, statement and an amendment or amendments thereto, thereto on Form S-1 (File No. 333-259105137863), including a related preliminary prospectus (any related such preliminary prospectus or prospectusesin the form first filed with the Commission, a “Preliminary Prospectus” and the Preliminary Prospectus dated __________, 2007 included in the registration statement first filed with the Commission on __________, 2007, in the form distributed to potential investors in the Offering, the “Statutory Prospectus”), for the registration of the sale of Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) of the offering and sale of the Securities, which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations (“Rules”) of the Commission promulgated thereunder (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with under the Securities Act and the Securities Act RegulationsAct. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (including the Preliminary Prospectus included in the registration statementprospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date such time pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)Rules), is referred to herein as hereinafter called the “Registration Statement”.” Such Registration Statement has become effective as of the Effective Date. If The Company will file with the Company files any registration statement pursuant to Commission a final prospectus in accordance with Rule 462(b) of 424(b); such final prospectus in the form first filed with the Commission is hereinafter called the “Prospectus.” As filed, the Prospectus shall contain all information required by the Securities Act Regulationsand the Rules thereunder, then after such filing, and shall be in all substantive respects in the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness form of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. The Preliminary Prospectus, subject to completion, dated September 13, 2021, which was Prospectus included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”. The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus”. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration StatementEffective Date.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-259105224808), including any related prospectus or prospectuses, for the registration of the sale Public Securities, the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), and the shares of Common Stock issuable upon conversion of the Preferred Stock (the “Preferred Conversion Shares”) included in the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder under the Securities Act (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement”. .” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. .” The Preliminary Prospectus, subject to completion, dated September 13[●], 20212018, which that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”. .” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus”. .” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.

Pursuant to the Securities Act. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, statement and an amendment or amendments thereto, thereto on Form S-1 (File No. 333-259105333-_______), including a related preliminary prospectus (any related such preliminary prospectus or prospectusesin the form first filed with the Commission, a “Preliminary Prospectus” and the Preliminary Prospectus dated __________, 2006 included in the registration statement first filed with the Commission on __________, 2006, in the form distributed to potential investors in the Offering, the “Statutory Prospectus”), for the registration of the sale of Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) of the offering and sale of the Securities, which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations (“Rules”) of the Commission promulgated thereunder (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with under the Securities Act and the Securities Act RegulationsAct. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (including the Preliminary Prospectus included in the registration statementprospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date such time pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)Rules), is referred to herein as the “Registration Statement”. If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. The Preliminary Prospectus, subject to completion, dated September 13, 2021, which was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”Registration Statement.” Such Registration Statement has become effective as of the Effective Date. The Company will file with the Commission a final prospectus in accordance with Rule 424(b); such final prospectus in the form first furnished to filed with the Underwriters for use in the Offering Commission is hereinafter called the “Prospectus”. Any reference to .” As filed, the “most recent Preliminary Prospectus” Prospectus shall be deemed to refer to contain all information required by the latest Preliminary Prospectus included in Securities Act and the Registration StatementRules thereunder.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-259105222994), including any related prospectus or prospectuses, for the registration of the sale Public Securities, the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), the shares of Common Stock issuable upon conversion of the Preferred Stock (the “Preferred Conversion Shares”) included in the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder under the Securities Act (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement”. .” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. .” The Preliminary Prospectus, subject to completion, dated September 13[•], 20212018, which that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus”. .” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus”. .” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.