Common use of Conditions of the Underwriters’ Obligations Clause in Contracts

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Underwritten Units are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Representative’s satisfaction. (b) The Shares Common Stock, the Warrants and the Warrant Shares Units shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Pricing Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing ProspectusProspectus or Section 5(d) Writing, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have been furnished to the Underwriters Representative the opinion and negative assurance letter letters of ▇▇▇Ha▇▇▇▇ Procter ▇nd Bo▇▇▇, LLP, outside corporate counsel for the Company dated the Closing Date, Date and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (fg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative the negative assurance letter opinion letters of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters[Israeli Counsel], dated the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in the form and substance reasonably satisfactory to the UnderwritersRepresentative. (gh) On the Closing Date, there shall have been furnished to the Representative the opinion letters of [Intellectual Property Counsel], dated the Closing Date and addressed to the Representative, in the form and substance reasonably satisfactory to the Representative. (i) The Underwriters Representative shall have received a letter of KPMG LLP Ko▇▇ ▇o▇▇▇ ▇a▇▇▇▇ & Kasierer, a member of Ernst & Young Global, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersRepresentative, in a form acceptable to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 2.01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Pricing Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersRepresentative. (hj) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (k) On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in a form attached hereto as Exhibit B, between the Representative and each party named on Schedule III. (l) The Representative shall have received on or prior to the Closing Date an executed copy of the Warrant Agreement, by and between the Company and VCorp. LLC, as warrant agent. (m) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. (n) On each of the Closing Date of the sale of the Underwritten Securities and any Option Closing Date, there shall have been issued to the Underwriters the Underwriters’ Warrant. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Underwritten Units are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Representative’s satisfaction. (b) The Shares Common Stock, the Series A Warrants and the Warrant Shares Units shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Pricing Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing ProspectusProspectus or Section 5(d) Writing, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have been furnished to the Underwriters Representative the opinion and negative assurance letter letters of ▇▇▇Sichenzia ▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC▇, counsel to the UnderwritersLLP, dated the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g) On the Closing Date, there shall have been furnished to the Representative the opinion letters of [Intellectual Property Counsel], dated the Closing Date and addressed to the Representative, in the form and substance reasonably satisfactory to the Representative. (h) The Underwriters Representative shall have received a letter of KPMG LLP ▇▇▇▇▇▇, LLP, a member of, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersRepresentative, in a form acceptable to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 2.01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Pricing Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersRepresentative. (hi) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (j) On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in a form attached hereto as Exhibit B, between the Representative and each party named on Schedule III. (k) The Representative shall have received on or prior to the Closing Date an executed copy of the Series A Warrant and Series B Warrant Agreement, by and between the Company and Interwest Transfer Company, Inc., as warrant agent. (l) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. (m) On each of the Closing Date of the sale of the Underwritten Securities including the Series B Warrants and any Option Closing Date, there shall have been issued to the Underwriters the Underwriters’ Warrant including the Series B Warrants. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Units are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Units, the Shares and the Warrant Shares Warrants shall be qualified for listing on the NASDAQ Capital MarketOTC BB. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the The Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the Underwriters’ reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s the Underwriters’ reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the Closing Date, there date hereof (i) no downgrading shall have been furnished to occurred in the Underwriters rating accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter letters of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the UnderwritersBeach PLLC, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Schedule IV. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificatethe opinion and negative assurance letters of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the Company’s IP counsel, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted oraddressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to their knowledge, is contemplated by the Commission or any state or regulatory body; andeffect set forth in Schedule V.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and RegulationsAct, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Time-of-Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; and any request of the Commission or an Underwriter for that additional information (to be included in the Registration Statement, the Time of Time-of-Sale Disclosure Package, Package or the Prospectus, any Issuer Free Writing Final Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionwith. (b) The Shares and the Underwriter Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketExchange, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Time-of-Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the Closing Date, there date hereof (i) no downgrading shall have been furnished to occurred in the Underwriters rating accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative, for the benefit of the Underwriters, the opinion and negative assurance letter letters of ▇▇S▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ PCCarmel LLP, counsel to the UnderwritersCompany, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative, for the benefit of the Underwriters, the negative assurance letter of S▇▇▇▇▇▇▇▇ Y▇▇▇▇ C▇▇▇▇▇▇ & R▇▇▇▇ LLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (h) The Representative, for the benefit of the Underwriters, shall have received a letter from Suri & Co., on the date hereof and on the Closing Date, and on each Option Closing Date, as applicable, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Time-of-Sale Disclosure Package, any Prospectus, and the Final Prospectus; provided, that the letter delivered on the Closing Date or the Option Closing Date, as the case may be, shall use a “cut-off” date no more than two (2) business days prior to such Closing Date or such Option Closing Date, as the case may be. (i) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, a certificate, dated the Closing Date and each or the Option Closing Date, as applicable, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer or principal financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and or the Option Closing Date, as applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Time-of-Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting in or reasonably expected to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or the Option Closing Date, as applicable. (j) On or before the date hereof, the Representative shall have received a duly executed lock-up agreement in substantially the form set forth on Exhibit A hereto (each a “Lock-Up Agreement”), by and between the Representative and (i) each member of the Company’s board of directors, (ii) each executive officer of the Company, and (iii) each of the other holders of capital stock of the Company. (k) On the date hereof and on the Closing Date and on each Option Closing Date, the Company shall have furnished to the Representatives a certificate of the chief financial officer of the Company with respect to certain financial information contained in the Registration Statement, the Time-of-Sale Disclosure Package, any Prospectus, and the Final Prospectus. (l) The Company shall have furnished to the Underwriters and its counsel such additional documents, certificates and evidence as the Underwriters or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by written notice to the Company at any time on or prior to the Closing Date, or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Sections 5(h), 7, and 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares and the Warrants are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionsatisfaction of the Representative. (b) The Conversion Shares, the Warrant Shares and the shares underlying the Representative Warrant Shares Units shall be qualified approved for listing on the NASDAQ Capital MarketNasdaq, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there shall have been furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letter letters of B▇▇▇▇▇▇▇▇▇ Procter H▇▇▇▇ F▇▇▇▇▇ S▇▇▇▇▇▇, LLP, outside corporate counsel for to the Company Company, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇Ellenoff G▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC& Schole LLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g) The Underwriters shall have received a letter of KPMG LLP H▇▇▇ & Associates LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (i) On or before the date hereof, the Representative shall have received duly executed lock-up agreement, substantially in the form of Exhibit A hereto (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between the Representative Underwriters and each of the parties specified in Schedule IV. (j) The Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Underwriters or their counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except that Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at each of the Closing Date and on each the Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares ; and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and compensation arrangements. (db) None of the The Underwriters shall not have reasonably determined, and advised the Company, Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable the Underwriters’ opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable the Underwriters’ opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, neither the Company nor any of its subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of the Company except for the extinguishment thereof, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of the Company’s subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any of the Company’s subsidiaries, the effect of which, in any such case described above, in the Representative’s judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Time of Sale Disclosure Package, the Registration Statement and in the Prospectus. (d) On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (e) On the Closing Date and the Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇ Procter ▇▇▇▇▇▇ LLP, outside corporate counsel for the Company Company, dated the Closing Date, Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC__________________, as special intellectual property counsel to for the UnderwritersCompany, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The On the date of the Prospectus at a time prior to the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each of the Closing Date and the Option Closing Date, the Underwriters shall have received a “cold comfort” letter of KPMG LLP on Paritz & Company, P.A., dated the date hereof respective dates of delivery thereof, and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersRepresentative, confirming that they are independent public accountants within the meaning of the Securities Act in form and are in compliance with the applicable requirements relating substance reasonably satisfactory to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersRepresentative. (h) On each of the Closing Date and on each the Option Closing DateDate (if applicable), there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, as of such closing date and addressed to the UnderwritersRepresentative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and or the Option Closing DateDate (as applicable), and the Company has complied in all material respects with all the material agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, Date (as applicable); (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending thereof or the qualification of the Securities for offering or sale, or (C) sale nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their the Company’s knowledge, is contemplated or threatened by the Commission or any state or regulatory body; and (iii) The signer of said certificate has carefully examined the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus), and (A) each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) contain, and contained, when such part of the Registration Statement (or such amendment) became effective, all statements and information required to be included therein, each part of the Registration Statement, or any amendment thereof, does not contain, and did not contain, when such part of the Registration Statement (or such amendment) became effective, any untrue statement of a material fact or omit to state, and did not omit to state when such part of the Registration Statement (or such amendment) became effective, any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented, does not include and did not include as of its date, or the time of first use within the meaning of the Rules and Regulations, any untrue statement of a material fact or omit to state and did not omit to state as of its date, or the time of first use within the meaning of the Rules and Regulations, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (B) neither (1) the Time of Sale Disclosure Package nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, include, nor included as of the Time of Sale any untrue statement of a material fact or omits, or omitted as of the Time of Sale, to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the Time of Sale, there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth, and there has been no document required to be filed under the Exchange Act that upon such filing would be deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or into the Prospectus that has not been so filed, (D) subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, not in the ordinary course of business, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock, and except as disclosed in the Time of Sale Disclosure Package and in the Prospectus, there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or the conversion of outstanding convertible securities), or any material change in the short-term or long-term debt except for the extinguishment thereof, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company or any of its subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any of its subsidiaries, and (E) except as stated in the Time of Sale Disclosure Package and in the Prospectus, there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company or any of its subsidiaries is a party before or by any court or governmental agency, authority or body, or any arbitrator, which might result in any Material Adverse Change. (i) The Underwriters shall have received a letter from FINRA confirming that such has determined to raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements of the offering contemplated hereby. (j) On the Closing Date, the Shares, the Warrant Shares and the Underwriter Warrant Shares, shall have been conditionally approved for listing on NASDAQ. (k) The Company shall have furnished to the Underwriters and counsel for the Underwriters such additional documents, certificates and evidence as the Underwriters or counsel for the Underwriters may have reasonably requested. (l) The Underwriters shall have received the written agreements, substantially in the form of Schedule IV hereto, of the directors and executive officers of the Company listed on Schedule V to this Agreement. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters. The Company will furnish the Underwriters with such conformed copies of such opinions, certificates, letters and other documents as the Underwriters shall reasonably request.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionsatisfaction of the Underwriter. (b) The Shares and the Warrant Shares shall be qualified approved for listing on the NASDAQ Capital Nasdaq Stock Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the reasonable opinion of the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the reasonable opinion of the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter, the opinion and negative assurance letter letters of ▇▇▇▇▇▇▇ Procter LLPLibertas Law Group, outside corporate Inc., counsel for to the Company Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter, the opinion and negative assurance letter of Libertas Law Group, Inc., intellectual property counsel to the Company, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (g) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriter, the negative assurance letter of ▇L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to the UnderwritersUnderwriter, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (gh) The Underwriters Underwriter shall have received a letter of KPMG LLP W▇▇▇▇▇▇▇ & Company, P.A., on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersUnderwriter. (hi) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter, a certificate, dated the Closing Date and on each Option Closing Date, Date and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (j) On or before the date hereof, the Underwriter shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between the Underwriter and each of the parties specified in Schedule IV. (k) The Company shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares, the Pre-Funded Warrant Shares and the Warrant Shares shall be qualified and approved for listing on the NASDAQ Capital MarketNasdaq. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading (e) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (ef) On the Closing Date, there shall have been furnished to the Underwriters Representative the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company Company, dated as of the Closing Date, Date and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (fg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter Representative an opinion from each of ▇▇▇Sheppard, Mullin, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC& Hampton LLP and Riverside Law LLP, counsel to the UnderwritersCompany’s intellectual property counsel, dated as of the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (gh) On the Closing Date, there shall have been furnished to the Representative a negative assurance letter from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Underwriters, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (i) The Underwriters Representative shall have received a letter of KPMG LLP Deloitte & Touche LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersRepresentative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 2‑01 of Regulation S-X S‑X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the UnderwritersRepresentative. (hj) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (k) On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule III, between the Representative and each of the parties set forth on Schedule IV hereto. (l) The Representative shall have received electronic copies of the Pre-Funded Warrants and/or Warrants executed by the Company. (m) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (n) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. (o) On the Closing Date, the Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares, the Pre-Funded Warrants and the Warrants are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the satisfaction of the Underwriters’ satisfaction. (b) The Shares, the Warrant Shares and the Underwriter Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketNYSE American, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the The Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Underwriters, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Underwriters, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letters of ▇▇▇▇▇▇▇ Procter LLP, counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance previously agreed upon with the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letters of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC, regulatory counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance previously agreed upon with the Underwriters. (g) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇Sunstein Kann ▇▇▇▇▇▇ Procter & Timbers LLP, outside corporate intellectual property counsel for to the Company Company, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to previously agreed upon with the Underwriters. (fh) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (gi) The Underwriters shall have received a letter of KPMG LLP ▇▇▇▇▇▇ LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (hj) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date, Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (k) On or before the date hereof, the Underwriters shall have received duly executed lock-up agreement (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between the Underwriters and each of the parties specified in Schedule V. (l) The Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Underwriters or their counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative, on behalf of the Underwriters, by notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to (i) the accuracy, as accuracy of the representations and warranties on the part of the Company and the Adviser on the date hereof, at the Closing Date Time and on each Option any Secondary Closing Date (as if made on the Closing Date or such Option Closing DateTime, as applicable), of and compliance in all material respects with all representations, warranties and agreements (ii) the accuracy of the Company contained hereinstatements of the Company’s officers made in any certificate pursuant to the provisions hereof as of the date of such certificate, (iii) the performance by the Company of all of its covenants and other obligations hereunder in all material respects, and (iv) the following additional other conditions: a. The Company and the Adviser shall have furnished to the Representatives on the Closing Date and any Secondary Closing Date, as applicable, the opinion and negative assurance letter of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Company and the Adviser, addressed to the Underwriters and dated the Closing Date and any Secondary Closing Date, as applicable, in substantially the form attached hereto as Exhibit B. Such opinion and negative assurance letter shall indicate that they are being rendered to the Underwriters pursuant to the terms of this Agreement. b. The Underwriters shall have received from BDO USA, LLP (ai) If filing on the date hereof, a “comfort” letter dated the date hereof, and (ii) on the Closing Date, a “bring down” comfort letter, dated the Closing Date and any Secondary Closing Date, as applicable, relating to the matters covered in the comfort letter referred to in clause (i) above. Each comfort letter shall be addressed to the Underwriters and the board of directors of the Company and shall be in form and substance reasonably satisfactory to the Underwriters; provided, that the letter delivered on the Closing Date and any Secondary Closing Date, as the case may be, shall use a “cut-off” date no more than three (3) business days prior to the Closing Date or the Secondary Closing Date, as the case may be. c. The Underwriters shall have received on the Closing Date and any Secondary Closing Date, as applicable, a favorable opinion and negative assurance letter of Ropes & ▇▇▇▇ LLP, counsel to the Underwriters, dated the Closing Date and any Secondary Closing Date, as applicable, in form and substance satisfactory to the Underwriters. d. The Representatives shall have received on and as of the Closing Date and on any Secondary Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company in its jurisdiction of organization and its good standing as a foreign entity in such other jurisdictions as the Representatives may reasonably request, in each case in writing from the appropriate governmental authorities of such jurisdictions. e. Prior to the Closing Time and any Secondary Closing Date, as applicable, (i) no action shall have been taken and no statute, rule, regulation, or order shall have been enacted, adopted, or issued by any federal, state, or foreign governmental or regulatory authority that would, as of the Closing Date or as of any Secondary Closing Date, as the case may be, prevent the issuance and sale of the Shares, (ii) no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred, and (iii) neither the Disclosure Package nor the Final Prospectus, together with any amendments or supplements thereto, or any modifications thereof, shall contain an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. f. Between the time of execution of this Agreement and the Closing Time and any Secondary Closing Date, as applicable, (i) no event, circumstance or change constituting a Material Adverse Effect shall have occurred or become known, (ii) no transaction which is material to the Company shall have been entered into by the Company that has not been fully and accurately disclosed in both the Disclosure Package and the Final Prospectus, as modified by any amendment or supplement thereto, and (iii) no order or decree preventing the use of any of the Preliminary Prospectus, the Disclosure Package or the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectusorder asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act shall have been issued. g. The Company shall have delivered to the Representatives a certificate, is required dated the Closing Date and any Secondary Closing Date, as applicable, executed by the secretary of the Company on behalf of the Company, as to (i) the resolutions adopted by the Company’s board of directors in respect of the Offering in form and substance reasonably acceptable to the Representatives and (ii) the Charter Documents, each as in effect as of the Closing Date. h. The Company shall have delivered to the Representatives a certificate, dated the Closing Date and any Secondary Closing Date, as applicable, executed by its chief executive officer and chief financial officer, to the effect that: (i) the representations and warranties of the Company set forth in this Agreement are true and correct as of the Closing Date and any Secondary Closing Date, as applicable, as though made on and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the conditions set forth in Section 7(e) and Section 7(f) hereof shall have been satisfied and be true and correct as of the Closing Date and any Secondary Closing Date, as applicable; (iii) the Company has complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date and any Secondary Closing Date, as applicable; and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to their knowledge, threatened. i. [Reserved] j. [Reserved] k. The Shares to be delivered on the Closing Date or Secondary Closing Date, as the case may be, shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. l. The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act or within the Rules applicable time period prescribed for such filing by the Securities Act and Regulations, in accordance with Section 5(a) hereof; all material required to be filed by the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on pursuant to Rule 424(b)(8) or 164(b433(d) under the Securities Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433 under the Securities Act); the Registration Statement shall remain effective; has become effective and no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, thereof or the Final Prospectus or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus part thereof or any Issuer Free Writing Prospectus shall have been issued; issued and no proceedings proceeding for the issuance of such an order that purpose shall have been initiated or threatenedthreatened by the Commission or any state securities commission; any request and all requests for additional information on the part of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the UnderwritersRepresentatives’ reasonable satisfaction. m. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date or the Secondary Closing Date, as the case may be, there shall not have occurred any downgrading, nor shall any notice have been given of (bi) any downgrading, (ii) any intended or potential downgrading, or (iii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act. n. The Shares Common Stock has been registered pursuant to Section 12(b) of the Exchange Act, and the Warrant Shares shall be qualified for listing on Company has taken no action designed to, or likely to have the NASDAQ Capital Marketeffect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration. (c) o. FINRA shall have confirmed that it has not raised no any objection with respect to the fairness and reasonableness of the underwriting terms and arrangementsconditions. (d) None of the Underwriters p. The Company shall have reasonably determined, furnished to the Representatives such other documents and advised certificates as to the Company, that accuracy and completeness of any statement in both the Registration Statement, the Time of Sale Disclosure Package or and the Final Prospectus, or any amendment thereof or supplement thereto, and any additional matters as the Representatives may reasonably request, as of the Closing Time and any Secondary Closing Time, as applicable. q. [Reserved] r. At the date of this Agreement, the Representatives shall have received an executed “lock-up” agreement substantially in the form attached hereto as Exhibit A signed by the persons set forth on Schedule D hereto. s. [Reserved] All opinions, letters, certificates and evidence mentioned above or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, elsewhere in such Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material and is required this Agreement shall be deemed to be stated therein or necessary to make in compliance with the statements therein not misleading. (e) On the Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares, the Preferred Shares and the Warrants are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule Rules 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representatives for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the UnderwritersRepresentatives’ satisfaction. (b) The Shares, the Conversion Shares and the Warrant Shares shall be qualified and approved for listing on the NASDAQ Capital MarketNasdaq, subject to official notice of issuance. (c) The Certificate of Designation shall have been filed with the Secretary of State of Nevada and shall be effective. (d) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (de) None of the Underwriters The Representatives shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the Representatives’ reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s the Representatives’ reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading (f) On or after the date hereof, (i) no downgrading shall have occurred in the rating, if any, accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (eg) On the Closing Date, there shall have been furnished to the Underwriters Representatives, for the benefit of the Underwriters, (i) the opinion and negative assurance letter letters of ▇▇▇▇▇▇▇▇ Procter ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, outside United States corporate counsel for the Company Company, and (ii) the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Gervais LLP, Canadian counsel for the Company, each dated as of the Closing Date, Date and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (fh) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representatives, for the benefit of the Underwriters, an opinion letter from Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company’s intellectual property counsel, dated as of the Closing Date and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives. (i) On the Closing Date, there shall been furnished to the Representatives, for the benefit of the Underwriters, a negative assurance letter of from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to the Underwriters, dated as of the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (gj) The Underwriters Representatives, for the benefit of the Underwriters, shall have received a letter of KPMG letters from ▇▇▇▇▇▇ LLP and MNP LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter letters (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage or the Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letterletters), the conclusions and findings of said firm firms, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the Underwriters. (hk) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representatives, for the benefit of the Underwriters, a certificate, dated as of the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief principal financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (l) On or before the date hereof, the Representatives shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule IV, between the Representatives and each of the parties set forth on Schedule V hereto. (m) The Representatives shall have received electronic copies of certificates representing the Warrants executed by the Company. (n) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (o) The Company shall have furnished to the Underwriters and its counsel such additional documents, certificates and evidence as the Representatives or counsel to the Underwriters may have reasonably requested. (p) On the Closing Date, the Shares and the Preferred Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters (or to the account of an applicable investor purchasing Preferred Shares). If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except that Section 5(a)(x), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Firm Shares, Warrant Shares, Additional Shares and the Warrant Conversion Shares shall be qualified for listing on the NASDAQ Capital MarketNYSE MKT. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) Between the date hereof and the Closing Date (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the applicable Closing Date, there shall have been furnished to the Underwriters Representative the opinion and negative assurance letter letters of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, corporate counsel to for the UnderwritersCompany, dated as of the applicable Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g) On the applicable Closing Date, there shall have been furnished to the Representative an opinion and negative assurance letter from ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, the Company’s intellectual property counsel, dated as of the applicable Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (h) On the Closing Date, there shall been furnished to the Representative a negative assurance letter from ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C., counsel to the Underwriters, dated as of the Closing Date and addressed to the Representative, in form and substance reasonable satisfactory to the Representative. (i) The Underwriters Representative shall have received a letter of KPMG LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Inc., on the date hereof and on the applicable Closing Date and on each Option Closing Date, addressed to the UnderwritersRepresentative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the UnderwritersRepresentative. (hj) On the Closing Date and on each Option applicable Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (k) On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule III, between the Representative and each of the parties set forth on Schedule IV hereto. (l) The Representative shall have received copies of the Warrants executed by the Company. (m) On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agreement. (n) The Common Stock shall be registered under the Exchange Act and shall be listed on the NYSE MKT, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the NYSE MKT, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (o) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. (p) On the Closing Date, the Firm Shares and the Preferred Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters. (q) On the Closing Date, the Underwriters shall have received evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase Shares at the Securities Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy, as accuracy of the representations and warranties on the part of the Company hereunder on the date hereof, hereof and at the Closing Date Time and on each Option Closing Date (as if made on the Closing Date or such Option Closing DateTime, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and to the satisfaction of the following additional conditionsfurther conditions at the Closing Time or on each Option Closing Time, as applicable: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the The Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there shall have been furnished furnish to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated at the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date Time and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter Time an opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PCLLP, counsel for the Company and the Subsidiaries, addressed to the Underwriters and dated the Closing Time and each Option Closing Time and in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, stating that: (i) the Company has an authorized capitalization as set forth in both the Prospectus and the Disclosure Package under the caption “Capitalization”; the outstanding shares of capital stock or other equity interests of the Company and the Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable, and all of the outstanding shares of capital stock or other equity interests of the Subsidiaries are directly or indirectly owned of record and beneficially by the Company; except as disclosed in both the Prospectus and the Disclosure Package, there are no outstanding (i) securities or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any capital stock or other equity interests of the Company or any such Subsidiary, (ii) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary any such capital stock or other equity interests or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company or any such Subsidiary to issue any shares of capital stock or other equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options; (ii) each of the Company and the Subsidiaries (all of which are named in an exhibit to the Registration Statement) is validly existing as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of its respective jurisdiction of incorporation with all necessary corporate power and authority to own or hold its respective properties and to conduct its respective businesses as described in each of the Registration Statement, the Prospectus and the Disclosure Package, and, in the case of the Company, to execute and deliver this Agreement and to consummate the transactions described in this Agreement; (iii) the Company and the Subsidiaries are duly qualified or licensed by each jurisdiction in which they conduct their respective businesses and in which the failure to be so licensed would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and the Company and the Subsidiaries are duly qualified, and are in good standing, in each jurisdiction in which they own or lease real property or maintain an office and in which such qualification is necessary except where the failure to be so qualified and in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; except as disclosed in both the Prospectus and the Disclosure Package, no Subsidiary is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such Subsidiary’s capital stock or other equity interests or from repaying to the Company or any other Subsidiary any amounts which may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, or from transferring any such Subsidiary’s property or assets to the Company or to any other Subsidiary; (iv) to the knowledge of such counsel, the Company and the Subsidiaries are in compliance in all respects with all applicable laws, orders, rules, regulations and orders, including those relating to transactions with affiliates, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) to the knowledge of such counsel, neither the Company nor any of the Subsidiaries is in violation of any term or provision of its organizational documents, is in breach of, or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under), any license, indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or their respective properties may be bound or affected or under any law, regulation or rule or any decree, judgment or order applicable to the Company or any of the Subsidiaries, except such breaches or defaults which would not reasonably be expected to have a Material Adverse Effect; (vi) the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (A) conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of or default under), (i) any provisions of the certificate of incorporation, charter or by-laws of the Company or any Subsidiary, (ii) any provision of any license, indenture, mortgage, deed of trust, loan, credit or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective properties, rights or assets may be bound or affected, (iii) any law or regulation binding upon or applicable to the Company or any Subsidiary or any of their respective properties, rights or assets, or (iv) any decree, judgment or order applicable to the Company or any Subsidiary; or (B) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property, rights or assets of the Company or the Subsidiaries, except in the case of (A)(ii), (iii) and (iv) and (B) where such conflict, breach or default would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vii) this Agreement has been duly authorized, executed and delivered by the Company; (viii) no approval, authorization, consent or order of or filing with any federal or state governmental or regulatory commission, board, body, authority or agency is required in connection with the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated herein, and the sale and delivery of the Shares by the Company as contemplated herein, other than registration of the Shares under the Securities Act and the Securities Act Regulations and such consents, approvals, authorizations, registrations or qualifications under the Exchange Act and Exchange Act Regulations, and except that such counsel need express no opinion as to any necessary consents, approvals, authorizations, registrations or qualification required by Nasdaq or FINRA, or under the state securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters; (ix) to such counsel’s knowledge, each of the Company and the Subsidiaries has all necessary material licenses, authorizations, consents and approvals and has made all necessary filings required under any federal or state law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, required to conduct their respective businesses, as described in both the Prospectus and the Disclosure Package; to such counsel’s knowledge, neither the Company nor any Subsidiary is in violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such material license, authorization, consent or approval or any federal, state or foreign law, regulation or decree, order or judgment applicable to the Company or any of the Subsidiaries; (x) the Company is not subject to registration as an investment company under the Investment Company Act of 1940, as amended, and the transactions contemplated by this Agreement will not cause the Company to become an investment company subject to registration under such Act; (xi) the Shares have been duly authorized and when the Shares have been issued and duly delivered against payment therefor as contemplated by this Agreement, the Shares will be validly issued, fully paid and non-assessable, and the Underwriters will acquire good and marketable title to the Shares, free and clear of any pledge, lien, encumbrance, security interest, or other claim pursuant to (A) any provisions of the certificate of incorporation, charter or by-laws of the Company or any Subsidiary or (B) any provision of any material license, indenture, mortgage, deed of trust, loan, credit or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective properties, rights or assets may be bound or affected; (xii) except as has been waived with respect to the offering contemplated by this Agreement and as is described in the Prospectus and the Disclosure Package, the issuance and sale of the Shares by the Company is not subject to preemptive or other similar rights arising by operation of law, under the certificate of incorporation, charter or by-laws of the Company, or under any agreement filed as exhibits to the Registration Statement or, to such counsel’s knowledge, otherwise; (xiii) to the knowledge of such counsel, there are no persons with registration or other similar rights to have any equity or debt securities, including securities that are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Securities Act, except for those registration or similar rights which have been waived with respect to the offering contemplated by this Agreement; (xiv) the Shares conform in all material respects to the descriptions thereof contained or incorporated by reference in each of the Registration Statement, the Prospectus and the Disclosure Package; (xv) based on a review of the Commission’s website, that the Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and, to the best of such counsel’s knowledge, no proceedings with respect thereto have been commenced or threatened; (xvi) as of each effective date of the Registration Statement, the Registration Statement and the Prospectus (except as to the financial statements, notes and schedules thereto and other financial or accounting data contained therein or any statistical data or information concerning coal reserves, as to which such counsel need express no opinion) appear, on their face, to comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act, the Securities Act Regulations and the Exchange Act Regulations; (xvii) the statements under the captions “Business-Regulation and Laws”, “Description of Capital Stock,” “Shares Eligible for Future Sale”, “Material United States Federal Income and Estate Tax Consequences to Non-U.S. Holders” and “Certain ERISA Considerations” in both the Prospectus and the Disclosure Package, insofar as such statements constitute a summary of the legal matters referred to therein, constitute accurate summaries thereof in all material respects; (xviii) the 8-A Registration Statement, when filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act; the Form 8-A Registration Statement has become effective under the Exchange Act; and the Initial Shares and the Option Shares have been validly registered under the Securities Act, the Exchange Act and the Securities Act Regulations and the Exchange Act Regulations; (xix) there are no actions, suits or proceedings, inquiries, or investigations pending or, to such counsel’s knowledge, threatened against the Company or any of the Subsidiaries or any of their respective executive officers and directors, in such capacity, or to which the properties, assets or rights of any such entity are subject, at law or in equity, before or by any federal, state or foreign governmental or regulatory commission, board, body, authority, arbitral panel or agency which are required to be described in the Registration Statement, the Prospectus or the Disclosure Package but are not so described; and (xx) to such counsel’s knowledge, there are no contracts or documents of a character which are required to be filed as exhibits to the Registration Statement or required to be described or summarized in the Registration Statement, the Prospectus or the Disclosure Package which have not been so filed, summarized or described, and all such summaries and descriptions, in all material respects, fairly and accurately set forth the material provisions of such contracts and documents. In rendering such opinion, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP may rely upon the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ PLLC with respect to the corporate status and capitalization of the Subsidiaries and may include customary assumptions, qualifications and limitations. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, independent public accountants of the Company, representatives of the Representatives, at which the contents of the Registration Statement, the Prospectus and the documents constituting the Disclosure Package were discussed and, although such counsel was not engaged to establish or confirm factual matters and has not independently verified and is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Disclosure Package (except as and to the extent stated in subparagraphs (xiv), (xvi), (xvii),(xviii), (xix) and (xx) above), nothing has come to their attention which would lead them to believe that (i) either the Registration Statement, at the time of any effective date applicable thereto, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements in the Registration Statement not misleading; or (ii) the Prospectus, as of its date or at the Closing Time or any Option Closing Time, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package as of the Initial Sale Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading (it being understood that such counsel need express no belief as to the financial statements, notes or schedules or other financial or accounting data derived therefrom, or any statistical data or any information concerning coal reserves, included in the Registration Statement the Prospectus, the Disclosure Package or any amendments or supplements thereto). (b) On the date of this Agreement and at the Closing Time and each Option Closing Time (if applicable), the Representatives shall have received from Ernst & Young LLP letters dated the Closing Date or the Option Closing Date, respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof Representatives, containing statements and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning information of the Securities Act type specified in AU Section 634 “Letters for Underwriters and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and Certain other matters required Requesting Parties” issued by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer American Institute of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; andCer

Conditions of the Underwriters’ Obligations. The respective Underwriter’s obligations to act as agent of the several Underwriters Company hereunder and to purchase find purchasers for the Securities are Units shall be subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of the representations and compliance in all material respects with all representations, warranties and agreements on the part of the Company contained hereinherein contained, to the performance fulfillment of or compliance by the Company of its obligations hereunder with all covenants and conditions hereof, and to the following additional conditions: (a) If filing of 8.01. On or prior to the ProspectusClosing Date, no order suspending offers or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); sales pursuant to the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; issued and no proceedings for the issuance of such an order that purpose shall have been initiated or threatened; any request of by the Commission or an Underwriter for additional information (to be included any state regulatory agency and no statements in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, Statement nor any Issuer Free Writing Prospectus or otherwise) amendment thereto shall have been complied with included to which counsel to the Underwriters’ satisfactionUnderwriter shall have not given their consent which consent shall not be unreasonably withheld. (b) 8.02. The Shares and the Warrant Shares Underwriter shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall not have raised no objection disclosed in writing to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall have reasonably determined, and advised the Company, Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, Statement or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, thereto contains an untrue statement of a fact which, in such the reasonable opinion of counsel to the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in the reasonable opinion of such Underwriter’s reasonable opinioncounsel, is material and is required to be stated therein therein, or is necessary to make the statements therein not misleading. (e) On 8.03. Between the date hereof and the Closing Date, the Company shall not have sustained any loss on account of terrorist activity, fire, explosion, flood, accident, calamity or any other cause, of such character as to materially adversely affect its business or property considered as an entity. 8.04. Between the date hereof and the Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for be no litigation or proceeding instituted against the Company dated before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable final and non-appealable ruling, decision or finding would materially adversely affect the Closing Datebusiness, franchises, licenses, operations, financial condition or income of the Company considered as a whole. 8.05. The authorization of the Securities, the Registration Statement and addressed all corporate proceedings and other legal matters incident thereto and to the Underwriters, in form and substance this Agreement shall be reasonably satisfactory in all respects to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing DateUnderwriter, and the Company has complied with all shall have furnished such counsel such documents as they may have requested to enable them to pass upon the agreements and satisfied all the conditions on its part matter referred to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; andin this subparagraph.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company and the Selling Stockholders contained herein, the performance by the Company and the Selling Stockholders of its their respective obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and RegulationsAct, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionsatisfaction of the Representative. (b) The Shares and the Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketNasdaq, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the Closing Date, there date hereof (i) no downgrading shall have been furnished to occurred in the Underwriters rating accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative, for the benefit of the Underwriters, the opinion and negative assurance letter letters of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. 18 The Lovesac Company 2019 Offering Underwriting Agreement (g) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC▇▇, intellectual property counsel to the Company, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative the opinions of legal counsels to the Selling Stockholders, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (i) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the negative assurance letter of DLA Piper LLP (US), counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (gj) The Underwriters Representative, for the benefit of the Underwriters, shall have received a letter of KPMG LLP from ▇▇▇▇▇▇ LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (hk) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative, for the benefit of the Underwriters, a certificate, dated the Closing Date and each or the Option Closing Date, as applicable, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and or the Option Closing Date, as applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or the Option Closing Date, as applicable. (l) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, certificates, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, signed by certain Selling Stockholders, to the effect that the representations and warranties of such Selling Stockholder in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date or the Option Closing Date, as applicable, and such Selling Stockholder has complied, in all material respects, with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date. 19 The Lovesac Company 2019 Offering Underwriting Agreement (m) On or before the date hereof, the Representative shall have received a Lock-Up Agreement from each of the parties specified in Schedule V. (n) On or before the date hereof, the Representative shall have received a duly executed Stock Power and Lock-Up Agreement from each Selling Stockholder, in each case in form and substance reasonably satisfactory to the Representative. (o) The Company and the Selling Stockholders shall have furnished to the Underwriters and its counsel such additional documents, certificates and evidence as the Underwriters or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company and the Selling Stockholders at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 5(b)(i), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule Rules 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares, the Warrant Shares and the Pre-Funded Warrant Shares shall be qualified and approved for listing on the NASDAQ Capital MarketNasdaq, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading (e) Between the date hereof and the Closing Date, (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (ef) On the Closing Date, there shall have been furnished to the Underwriters Representative the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, corporate counsel for the Company, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (g) On the Closing Date, there shall have been furnished to the Representative an opinion and negative assurance letter of from ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company Company’s intellectual property counsel, dated as of the Closing Date, Date and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (fh) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the Representative a negative assurance letter of from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to the Underwriters, dated as of the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably reasonable satisfactory to the UnderwritersRepresentative. (gi) The Underwriters Representative shall have received a letter of KPMG LLP from Ernst & Young LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersRepresentative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the UnderwritersRepresentative. (hj) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated as of the Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer and the chief principal financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (k) On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule V, between the Representative and each of the parties set forth on Schedule V hereto. (l) The Representative shall have received electronic copies of the Pre-Funded Warrants and/or Warrants executed by the Company. (m) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (n) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. (o) On the Closing Date, the Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(x), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations obligation of the several Underwriters Underwriter hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule Rules 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s satisfaction. (b) The Shares and the Warrant Shares shall be qualified and approved for listing on the NASDAQ Capital MarketNasdaq, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the Closing Datedate hereof, there (i) no downgrading shall have been furnished to occurred in the Underwriters rating, if any, accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter, for its benefit, the opinion and negative assurance letter letters of T▇▇▇▇▇▇▇ P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PCS▇▇▇▇▇▇ LLP, counsel for the Company, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (g) On the Closing Date and on each Option Closing Date, there shall been furnished to the Underwriter, for its benefit, a negative assurance letter from its counsel, C▇▇▇▇▇▇ & M▇▇▇▇▇ LLP, dated as of the Closing Date or the Option Closing Date, as applicable, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (gh) The Underwriters Underwriter shall have received a letter of KPMG LLP from W▇▇▇▇▇▇▇ & Company, on the date hereof and hereof, on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, confirming that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage or the Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in Exchange Act Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the UnderwritersUnderwriter. (hi) Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Time of Sale Disclosure Package, and Prospectus; (ii) no action, suit, or proceeding, at law or in equity, shall have been pending or threatened against the Company before or by any court or foreign, federal, or state commission, board, or other administrative agency wherein an unfavorable decision, ruling, or finding may have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Time of Sale Disclosure Package, and Prospectus; and (iii) the Registration Statement, the Time of Sale Disclosure Package, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Time of Sale Disclosure Package, or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Time of Sale Disclosure Package and Prospectus, in the light of the circumstances under which they were made), not misleading. (j) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter, for its benefit, a certificate, dated as of the Closing Date Date, and as of each Option Closing Date, as applicable, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief principal financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and or the Option Closing Date, as applicable, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (k) On or before the date hereof, the Underwriter shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule III, between the Underwriter and each of the parties set forth on Schedule IV hereto. (l) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (m) The Company shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. (n) On the Closing Date and on each Option Closing Date, the Shares shall have been delivered via the Depository Trust Company system to the account of the Underwriter. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except that Section 5(a)(x), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Firm Units, Option Shares and Option Warrants are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the satisfaction of the Underwriters’ satisfaction. (b) The Shares, the Warrant Shares and the Underwriter Warrant Shares shall be qualified approved for listing on the NASDAQ Nasdaq Capital Market, subject to official notice of issuance. (c) FINRA The Underwriters shall have raised received a “no objection objection” opinion from FINRA as to the fairness and reasonableness amount of compensation allowable or payable to the underwriting terms and arrangementsUnderwriters as described in the Registration Statement. (d) None of the The Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Underwriters, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Underwriters, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the Closing Date, there date hereof (i) no downgrading shall have been furnished to occurred in the Underwriters rating accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter letters of ▇▇▇▇▇▇▇B▇▇▇ ▇▇▇▇▇ & S▇▇▇ PC, counsel to the UnderwritersPLC, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP Cherry Bekaert LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date, Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (j) On or before the date hereof, the Underwriters shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”) in the form set forth on Exhibit A, from each of the parties specified in Schedule III. If the Underwriters, in their sole discretion, agree to release or waive the restrictions set forth in the Lock-Up Agreement for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company will announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver if agreed upon by the Company and the Underwriters, or as otherwise required by applicable law. (k) The Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Underwriter or their counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled in all material respects when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by written notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s satisfaction. (b) The Nasdaq shall have raised no objection to the qualification for listing of the Shares, the Pre-Funded Warrant Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital MarketNasdaq. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading (e) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (ef) On the Closing Date, there shall have been furnished to the Underwriters Underwriter the opinion and negative assurance letter of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Procter LLPand ▇▇▇▇▇, outside P.C., corporate counsel for the Company Company, dated as of the Closing Date, Date and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (fg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter the negative assurance letter opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC& English, LLP, intellectual property counsel to for the UnderwritersCompany, dated as of the Closing Date or the Option Closing Date, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (gh) The Underwriters Underwriter shall have received a letter of KPMG LLP LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the Underwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in the SEC Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the UnderwritersUnderwriter. (hi) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (j) On the Closing Date, there shall have been furnished to the Underwriter a certificate, dated the Closing Date and addressed to the Underwriter, signed by the secretary of the Company, in such person’s capacity as an officer of the Company, to the effect that: (i) that each of the certificate of incorporation, as amended and the amended and restated bylaws of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and with each of the Commission and Nasdaq; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (k) On or before the date hereof, the Underwriter shall have received duly executed “lock-up” agreements, in the form attached hereto as Exhibit C, between the Underwriter and each of the parties set forth on Schedule III hereto. (l) The Underwriter shall have received electronic copies of the Pre-Funded Warrants and Warrants executed by the Company. (m) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (n) On the Closing Date, the Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriter. (o) The Company shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(xi) and Section 7 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representatives for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares, the Pre-Funded Warrant Shares and the Warrant Shares shall be qualified and approved for listing on the NASDAQ Capital MarketNasdaq. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representatives shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Representatives, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Representatives, is material and is required to be stated therein or necessary to make the statements therein not misleading (e) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (ef) On the Closing Date, there shall have been furnished to the Underwriters Representatives the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to for the UnderwritersCompany, dated as of the Closing Date or the Option Closing Date, and addressed to the Representatives as representatives of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (g) The Underwriters Representatives shall have received a letter of KPMG LLP KMPG LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Representatives as representatives of the Underwriters, in form and substance reasonably satisfactory to the Representatives, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in the SEC Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the UnderwritersRepresentatives. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representatives a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Representatives as representatives of the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (i) On the Closing Date, there shall have been furnished to the Representatives a certificate, dated the Closing Date and addressed to the Representatives as representatives of the Underwriters, signed by the secretary of the Company, in such person’s capacity as an officer of the Company, to the effect that: (i) that each of the certificate of incorporation, as amended and the amended and restated bylaws of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and with each of the Commission and Nasdaq; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (j) On or before the date hereof, the Representatives shall have received duly executed “lock-up” agreements, in the form attached hereto as Exhibit C, between the Representatives and each of the parties set forth on Schedule IV hereto. (k) The Representatives shall have received electronic copies of the Pre-Funded Warrants and Warrants executed by the Company. (l) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (m) On the Closing Date, the Firm Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters. (n) The Company shall have furnished to the Representatives and counsel to the Underwriters such additional documents, certificates and evidence as the Representatives or counsel to the Underwriters may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares and the Warrants are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the satisfaction of the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketNasdaq, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the The Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Underwriters, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Underwriters, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter letters of ▇P▇▇▇▇▇▇ Procter Coie LLP, outside corporate counsel for to the Company Company, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇D▇▇▇▇▇▇▇▇ ▇▇W▇▇▇▇▇ PCPLLC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP M&K CPAs, PLLC, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date, Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (i) On or before the date hereof, the Underwriters shall have received duly executed lock-up agreement, substantially in the form of Exhibit B hereto (each a “Lock-Up Agreement”), from each of the parties specified in Schedule V. (j) On the Closing Date of the sale of the Firm Shares, the Underwriters’ Warrants shall have been issued to the Underwriters. (k) The Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Underwriters or their counsel may have reasonably and customarily requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Company shall have applied for listing of the Shares, the Pre-Funded Warrant Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital MarketNasdaq. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material and is required to be stated therein or necessary to make the statements therein not misleading (e) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (ef) On the Closing Date, there shall have been furnished to the Underwriters Representative the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to for the UnderwritersCompany, dated as of the Closing Date or the Option Closing Date, and addressed to the Representative, as representative of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g) The Underwriters Representative shall have received a letter of KPMG LLP KMPG LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Representative, as representative of the Underwriters, in form and substance reasonably satisfactory to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in the SEC Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the UnderwritersRepresentative. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Representative as representative of the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (i) On the Closing Date, there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Representative, as representative of the Underwriters, signed by the secretary of the Company, in such person’s capacity as an officer of the Company, to the effect that: (i) that each of the certificate of incorporation, as amended, and the amended and restated bylaws of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and with each of the Commission and Nasdaq; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (j) On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Exhibit C, between the Representative and each of the parties set forth on Schedule IV hereto. (k) The Representative shall have received electronic copies of the Pre-Funded Warrants and Warrants executed by the Company. (l) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (m) On the Closing Date, the Firm Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters. (n) The Company shall have furnished to the Representative and counsel to the Underwriters such additional documents, certificates and evidence as the Representative or counsel to the Underwriters may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company and the Selling Shareholder of its each of their obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionsatisfaction of the Representative. (b) The Shares and the Warrant Ordinary Shares shall be qualified approved for listing on Nasdaq, and satisfactory evidence thereof shall have been provided to the NASDAQ Capital MarketRepresentative and its counsel. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there shall have been furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letter letters of S▇▇▇▇▇▇▇▇ Procter LLP& Associates, outside corporate P.C., U.S. securities counsel for to the Company Company, related to the Company, the Selling Shareholder and the Shares, dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letter letters of C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, Cayman Islands counsel to the UnderwritersCompany, related to the Company, the Selling Shareholder and the Shares, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g) On the Closing Date, there shall have been furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letters of R▇▇▇▇▇▇▇▇▇, local counsel to the Company, related to the Company, the Selling Shareholder and the Shares, dated the Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (h) The Underwriters shall have received a letter of KPMG LLP from KCCW Accountancy Corp., on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are it is independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five (5) days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (hi) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (j) On or before the date hereof, the Representative shall have received duly executed lock-up agreement, substantially in the form of Exhibit A hereto (each a “Lock-Up Agreement”), by and between the Representative and each of the parties specified in Schedule IV. (k) The Company and the Selling Shareholder shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative and its counsel may have reasonably requested. (l) The Company and the Selling Shareholder shall deliver or cause the Shares to be delivered by the Company to the Representative at the Closing Date, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters. (m) The Company and the Selling Shareholder shall deliver or cause the Shareholder Shares to be delivered, not later than the date of this Agreement, by the Selling Shareholder to the Representative, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters. (n) On the Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and addressed to the Underwriters, duly executed by the Selling Shareholder, in customary form reasonably acceptable to the Representative. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, : (i) the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act); (ii) the Registration Statement shall remain effective; (iii) no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; (iv) no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; and (v) any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the any Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Representative’s satisfaction. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the each Closing Date, there shall have been furnished to the Underwriters Representative the opinion and (including a negative assurance letter statement) of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company Company, dated the applicable Closing Date, Date and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (fc) On the Closing Date and on each Option Closing Datedate hereof, there the Representative shall have been furnished to the Underwriters the negative assurance received a letter of from ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the UnderwritersL.L.P., dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Datehereof, addressed to the UnderwritersRepresentative, confirming that they are an independent public accountants accounting firm within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 2‑01 of Regulation S-X S‑X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firms, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in any Exchange Act filing filed by the Company, and other matters required by the UnderwritersRepresentative. (hd) On each Closing Date, the Representative shall have received a letter (a “Bring-down Letter”) from ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, L.L.P., addressed to the Representative and dated the applicable Closing Date Date, confirming, as of the date of such Bring-down Letters (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not more than five days prior to the date of such Bring-down Letters), the conclusions and on findings of said firms, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, and other matters covered by its respective letter delivered to the Representative concurrently with the execution of this Agreement pursuant to Section 6(c) above. (e) On each Option Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated the applicable Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer Chief Executive Officer and the chief financial officer Chief Financial Officer of the Company, in their capacity as officers of the Company, to the effect that: : (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option such Closing Date, as applicable; in each case in all material respects; (ii) No no stop order or other order order: (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, ; (B) suspending the qualification of the Securities Shares for offering or sale, ; or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, Prospectus has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; andand (iii) there has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the applicable Closing Date. (f) The Common Stock shall be registered under the Exchange Act and shall be listed on the Exchange, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Exchange, nor shall the Company have received any information suggesting that the Commission is contemplating terminating such registration or listing. (g) On or before the date hereof, the Representative shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”) in substantially the form set forth on Schedule III hereto, by and between the Representative and each of the parties specified on Schedule IV hereto. (h) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the issuance and sale of the Shares. (i) The Shares shall have been approved for listing on the Exchange, subject to official notice of issuance. (j) The Company shall have furnished to the Representative and counsel for the Underwriters such additional documents, certificates and evidence as the Representative or counsel for the Underwriters may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the applicable Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(j), Section 7 and Section 8 hereof shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Offered Securities are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date and on each or Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company and the Selling Shareholder contained herein, the performance by the Company and the Selling Shareholder of its their obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionsatisfaction of the Representative. (b) The Shares and the Warrant Ordinary Shares shall be qualified approved for listing on Nasdaq, and satisfactory evidence thereof shall have been provided to the NASDAQ Capital MarketRepresentative and its counsel. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date (or Option Closing Date), there shall have been furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letter letters of ▇▇▇▇▇▇▇▇▇ Procter LLP& Associates, outside corporate P.C., U.S. securities counsel for to the Company, related to the Company and the Offered Securities, dated the Closing Date (or Option Closing Date), and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (f) On the Closing Date and on each (or Option Closing Date), there shall have been furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letter letters of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇ PC▇▇▇▇, Cayman Islands and British Virgin Islands counsel to the UnderwritersCompany and Selling Shareholder, related to the Company, the Selling Shareholder, Coolbit Investment Holdings Limited and the Offered Securities, dated the Closing Date (or the Option Closing Date), and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g) On the Closing Date (or Option Closing Date), there shall have been furnished to the Representative on behalf of the Underwriters the opinion and negative assurance letters of ▇▇▇▇▇▇▇▇▇ & Associates, P.C., U.S. counsel, ▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇, Canada counsel and Robertsons, Hong Kong counsel and ▇▇▇▇▇ & ▇▇▇▇, Singapore counsel, related to the Company and its subsidiaries, dated the Closing Date (or Option Closing Date), as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (h) The Underwriters shall have received a letter of KPMG LLP from WWC, P.C., on the date hereof and on the Closing Date and on each (or Option Closing Date), addressed to the Underwriters, confirming that they are it is independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five (5) days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (hi) On the Closing Date and on each (or Option Closing Date), there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each (or Option Closing Date, Dater) and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the (or Option Closing Date), and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date (or the Option Closing Date, as applicable); (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Offered Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date (or Option Closing Date). On the Closing Date (or Option Closing Date), there shall have been furnished to the Underwriters a certificate, dated the Closing Date (or Option Closing Date) and addressed to the Underwriters, signed by the Company’s secretary to the effect that: (iv) that the Company’s Memorandum and Articles attached to such certificate is true and complete, has not been modified and is in full force and effect; (v) that each of its subsidiaries’ memorandum and articles of association, or charter documents attached to such certificate is true and complete, has not been modified and is in full force and effect; (vi) that the resolutions of the Company’s board of directors relating to this Offering attached to such certificate are in full force and effect and have not been modified; and

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares and the Warrants are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the satisfaction of the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketNasdaq, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the The Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Underwriters, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Underwriters, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter letters of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for to the Company Company, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (fg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (gh) The Underwriters shall have received a letter of KPMG LLP ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C., on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (hi) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date, Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (j) On or before the date hereof, the Underwriters shall have received duly executed lock-up agreement, substantially in the form of Exhibit A hereto (each a “Lock-Up Agreement”), from each of the parties specified in Schedule V. (k) The Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Underwriters or their counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares, the Pre-Funded Warrant Shares and the Warrant Shares shall be qualified and approved for listing on the NASDAQ Capital MarketNasdaq. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading (e) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (ef) On the Closing Date, there shall have been furnished to the Underwriters Representative the opinion and negative assurance letter of ▇Faegre Drinker ▇▇▇▇▇▇ Procter & ▇▇▇▇▇ LLP, outside corporate counsel for the Company Company, dated as of the Closing Date, Date and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (fg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative an opinion from ▇▇▇ ▇▇▇▇▇▇▇▇, Registered Patent Attorney, P.A., the Company’s intellectual property counsel, dated as of the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (h) On the Closing Date, there shall have been furnished to the Representative a negative assurance letter of from ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to the Underwriters, dated as of the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (gi) The Underwriters Representative shall have received a letter of KPMG LLP Ernst & Young LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersRepresentative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X S‑X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in the SEC Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the UnderwritersRepresentative. (hj) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (k) On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Schedule III, between the Representative and each of the parties set forth on Schedule IV hereto. (l) The Representative shall have received electronic copies of the Pre-Funded Warrants and/or Warrants executed by the Company. (m) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (n) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. (o) On the Closing Date, the Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and RegulationsAct, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, or the Prospectus or any Issuer Free Writing Final Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (dc) None of the The Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the Underwriters’ reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s the Underwriters’ reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (ed) On the Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter letters of Sichenzia R▇▇▇ ▇▇▇▇▇▇▇▇ Procter ▇▇▇▇▇▇▇ LLP, outside corporate counsel for the Company Company, dated the Closing Date, Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Schedule II. (fe) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter opinion of J▇▇ ▇▇ Law Offices LLC, the Company’s China counsel, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Schedule III. (f) On the Closing Date, there shall have been furnished to the Underwriters the opinion of M▇▇▇▇ L▇▇▇▇, the Company’s patent counsel, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Schedule IV. (g) On the Closing Date, there shall have been furnished to the Underwriters the opinion of F▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ittleman, the Company’s regulatory counsel, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Schedule V. (h) On the Closing Date, there shall have been furnished to the Underwriters the opinion of L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the UnderwritersCompany’s counsel, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect set forth in Schedule VI. (gi) The Underwriters shall have received a letter of KPMG each of H▇▇▇▇ R▇▇▇▇▇▇▇▇▇ R▇▇▇▇▇▇▇ LLP and M▇▇▇▇ S▇▇▇▇▇▇▇ W▇▇▇▇ ▇▇▇▇▇▇ and T▇▇▇▇▇, LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (hj) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, or the Prospectus or any Issuer Free Writing Final Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (k) On or before the date hereof, the Underwriters shall have received duly executed “lock-up” agreements, in a form acceptable to the Underwriters, between the Underwriters and each of the Company’s directors and officers. (l) The Company shall have furnished to the Underwriters and counsel for R▇▇▇ Capital Partners, LLC such additional documents, certificates and evidence as the Underwriters or such counsel may have reasonably requested. If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 6(a)(vii), Section 8 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionsatisfaction of the Underwriter. (b) The Shares and the Warrant Shares shall be qualified included for listing quotation on the NASDAQ Capital MarketOTCQB. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of ▇▇▇▇ Capital, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of ▇▇▇▇ Capital, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters ▇▇▇▇ Capital the opinion and negative assurance letter letters of ▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for to the Company Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters▇▇▇▇ Capital, in form and substance reasonably satisfactory to the Underwriters▇▇▇▇ Capital. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to ▇▇▇▇ Capital, for the Underwriters benefit of the Underwriter, the opinion and negative assurance letter of ▇▇Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to the UnderwritersUnderwriter, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (g) The Underwriters Underwriter shall have received a letter of KPMG LLP ▇▇▇▇▇▇ LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersUnderwriter. (h) The representations and warranties of the Company contained in this Agreement shall be true and correct, and the representations and warranties of the Company contained in the certificates delivered pursuant to Section 6(i) shall be true and correct in all material respects, when made and on and as of each Closing Date as if made on such date (provided, that each representation and warranty that contains a materiality qualifier shall be true and correct in all respects as of such Closing Date). The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before such Closing Date. (i) On the Closing Date and on each Option Closing Date, there shall have been furnished to ▇▇▇▇ Capital, for the Underwriters benefit of the Underwriter, a certificate, dated the Closing Date and on each Option Closing Date, Date and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: : (i) The representations the representations, warranties and warranties agreements of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect were true and correct when made and are true and correct in all respectsmaterial respects as of such Closing Date (provided, that each representation and all other representations and warranties of the Company in this Agreement are warranty that contains a materiality qualifier shall be true and correct, correct in all material respects, as if made at and respects as of the Closing Date and the Option such Closing Date, and ); (ii) the Company has complied with performed all the covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the conditions on its part Registration Statement, the Prospectus, the Time of Sale Disclosure Package, and any individual Issuer Free Writing Prospectus and, in their opinion (A) (1) as of the Effective Time, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be performed stated therein or necessary in order to make the statements therein not misleading, (2) as of the date thereof or as of the date hereof, the Prospectus did not contain and does not contain any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (3) as of the Applicable Time, neither (x) the Time of Sale Disclosure Package, nor (y) any individual Issuer Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, included any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) since the Effective Time, no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement, the Time of Sale Disclosure Package or the Prospectus; (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act and (v) there has not occurred since the date of this Agreement any material adverse change in the assets, liabilities, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole. (j) The Underwriter shall be reasonably satisfied that since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, (i) there shall not have been any material change in the capital stock of the Company or any subsidiary or any material change in the indebtedness of the Company or any of its subsidiaries, (ii) except as set forth or contemplated by the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, no material oral or written agreement or other transaction shall have been entered into by the Company or its subsidiaries that is not in the ordinary course of business or that could reasonably be expected to result in a material reduction in the future earnings of the Company, (iii) no loss or damage (whether or not insured) to the property of the Company or any subsidiary shall have been sustained that had or could reasonably be expected to be material to the Company and its subsidiaries taken as a whole, (iv) no legal or governmental action, suit or proceeding affecting the Company, any of its subsidiaries taken as a whole or any of their respective properties that is material to the Company or any of its subsidiaries or that affects or could reasonably be expected to affect the transactions contemplated by this Agreement shall have been instituted or threatened and (v) there shall not have been any material change in the assets, liabilities, properties, condition (financial or otherwise), or in the results of operations, business affairs or business prospects of the Company and its subsidiaries taken as a whole that makes it impractical or inadvisable in ▇▇▇▇ Capital’s judgment to proceed with the purchase or offering of the Shares as contemplated hereby. (k) On or before the date hereof, ▇▇▇▇ Capital shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between ▇▇▇▇ Capital and each of the parties specified in Schedule V. If ▇▇▇▇ Capital, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreement for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver. (l) The Company shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by ▇▇▇▇ Capital by notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for such termination shall be without liability of any party to any other party, except that purpose has been instituted orSection 5(h), to their knowledgeSection 7, is contemplated by the Commission or Section 8, Section 9 and Sections 11 through 18 shall survive any state or regulatory body; andsuch termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the The Company contained herein, the performance by the The Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionsatisfaction of the Underwriter. (b) The Shares and the Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketNYSE, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the reasonable opinion of the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the reasonable opinion of the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the Closing Date, there date hereof (i) no downgrading shall have been furnished to occurred in the Underwriters rating accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter the opinion and negative assurance letter letters of ▇▇▇▇Pe▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCaw Group LLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to each dated the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted oraddressed to the Underwriter, in form and substance reasonably satisfactory to their knowledge, is contemplated by the Commission or any state or regulatory body; andUnderwriter.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and in all material respects at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If the filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or any such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Representative’s reasonable satisfaction. (b) The Shares and the Warrant Shares shall be have been qualified for listing on the NASDAQ Capital Nasdaq Global Market. (c) FINRA The Representative shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (d) On the Closing Date, there shall have been furnished to the Representative the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative, substantially to the effect set forth in Schedule II. (e) On the Closing Date, there shall have been furnished to the Underwriters Representative the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PCBorun LLP, Intellectual Property counsel to for the UnderwritersCompany, dated the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative, substantially to the effect set forth in Schedule III. (gf) The Underwriters Representative shall have received a letter of KPMG LLP ▇▇▇▇▇▇ & ▇▇▇▇▇ PLLC, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters reasonably required by the UnderwritersRepresentative. (hg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (h) On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in substantially the form set forth in Schedule IV from those persons set forth in Schedule V. (i) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 6(a)(vii), Section 8 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective several obligations of the several Underwriters hereunder to purchase the Securities Notes hereunder on the Closing Date are subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditionsconditions precedent: (a) If filing All actions required to be taken and all filings required to be made by Nelnet Funding under the Act prior to the sale of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company Notes shall have filed been duly taken or made. At and prior to the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of Nelnet Funding or the Underwriters, shall be contemplated by the Commission. (b) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any part thereofdevelopment or event involving a prospective change, any Rule 462 in or affecting the condition (financial or other), business, properties, net worth, or results of operations of Nelnet Funding, NELN, the Sellers or Nelnet (A) not contemplated by the Registration Statement, or any amendment thereof(B) relating to the matters described in the Disclosure Package under the heading "The Student Loan Operations of Nelnet Student Loan Trust 2007-1 - Nelnet Inc. - Recent Developments", nor suspending or preventing which in the use opinion of the Time Representatives, would materially adversely affect the market for the Notes, (ii) the withdrawal or any downgrading in the long term counterparty rating of Sale Disclosure PackageNelnet below "BBB+" by S&P, or any public announcement that such organization has under surveillance or review its long term counterparty rating of Nelnet (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) any downgrading in the rating of any debt securities of trusts sponsored by Nelnet Funding, NELN, the Prospectus Sellers or Nelnet by any nationally recognized statistical rating organization or any Issuer Free Writing Prospectus shall have been issued; public announcement that any such organization has under surveillance or review its rating of any debt securities of trusts sponsored by Nelnet Funding, NELN, the Sellers or Nelnet (other than an announcement with positive implications of a possible upgrading, and no proceedings for the issuance implication of a possible downgrading, of such an order shall have been initiated rating), or threatened; (iv) any request of the Commission event or an Underwriter for additional information (to be included development which makes any statement made in the Registration Statement, the Time Disclosure Package or Prospectus untrue or which, in the opinion of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus Nelnet Funding and its counsel or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall have reasonably determinedand their counsel, and advised requires the Company, that filing of any amendment to or change in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, Prospectus in such Underwriter’s reasonable opinion, is material, or omits order to state a material fact which, in such Underwriter’s reasonable opinion, is material and is required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Registration Statement, Prospectus or Disclosure Package to reflect such event or development would, in the opinion of the Representatives, materially adversely affect the market for the Notes. (c) You shall have received an opinion addressed to you of ▇▇▇▇▇ ▇▇▇▇ LLP, in its capacity as counsel to the Trust, dated the Closing Date, in form and substance satisfactory to you and your counsel with respect to the Nelnet Funding Purchase Agreement, the Servicing Agreement, Auction Agent Agreement, the Indenture, the Trust Eligible Lender Agreement, the Administration Agreement, the Custodian Agreement and this Agreement and to the validity of the Notes and such related matters as you shall reasonably request. In addition, you shall have received an opinion addressed to you of ▇▇▇▇▇ ▇▇▇▇ LLP, in its capacity as counsel for the Trust, in form and substance satisfactory to you and your counsel, concerning "true sale," "non-consolidation" and "first priority perfected security interest" and certain other issues with respect to the transfer of the Financed Eligible Loans from NELF to Nelnet Funding, and from Nelnet Funding to the Trust and with respect to the pledge of the Financed Eligible Loans from the Trust to the Trustee. (d) You shall have received an opinion addressed to you of ▇▇▇▇▇ ▇▇▇▇ LLP, in its capacity as counsel for Nelnet Funding and the Trust, dated the Closing Date, in form and substance satisfactory to you and your counsel to the effect that the statements in the Initial FWP and the Prospectus under the headings "Federal Income Tax Consequences" and "ERISA Considerations", to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and are correct in all material respects. (e) On You shall have received an opinion addressed to you of ▇▇▇▇▇ ▇▇▇▇ LLP, in its capacity as counsel for Nelnet Funding and the Trust, dated the Closing Date, there in form and substance satisfactory to you and your counsel with respect to the character of the Notes for federal tax purposes. (f) You shall have been furnished received an opinion addressed to you of Stroock & Stroock & ▇▇▇▇▇ LLP, in its capacity as Underwriters' Counsel, dated the Underwriters the Closing Date, in form and substance satisfactory to you. (g) You shall have received an opinion and negative assurance letter addressed to you of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC& Ingersoll LLP, in its capacity as counsel to for Nelnet Funding and the UnderwritersTrust, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof you and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm your counsel with respect to the financial information Prospectus, the Registration Statement and other the Disclosure Package and certain matters required by arising under the UnderwritersAct, the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended. (h) On You shall have received opinions addressed to you of Perry, Guthery, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C. in their capacity as counsel to NELN, as master servicer and administrator, Nelnet, Nelnet Funding, Nelnet CP and NELF, each dated the Closing Date and on satisfactory in form and substance to you and your counsel, to the effect that: (i) Each of NELN, Nelnet and NELF is a corporation, and each Option Closing Dateof Nelnet Funding and Nelnet CP is a limited liability company, in good standing under the laws of their respective states of incorporation or organization; each having the full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations under each of the Basic Documents to which it is a party. (ii) The Purchase Agreements have been duly authorized, executed and delivered by the respective Seller, as applicable, the Purchase Agreements, the Trust Agreement, the Servicing Agreement, the Nelnet Funding Eligible Lender Agreement and this Agreement have been duly authorized, executed and delivered by Nelnet Funding, the Administration Agreement, the Servicing Agreement and the Subservicing Agreement have been duly authorized, executed and delivered by NELN and the Subservicing Agreement, the Indemnity Agreement and the Custodian Agreement have been duly authorized, executed and delivered by Nelnet and each such agreement is the legal, valid and binding obligations of NELF, Nelnet CP, Nelnet Funding, NELN and Nelnet, as the case may be, enforceable against each NELF, Nelnet CP, Nelnet Funding, NELN and Nelnet, as the case may be, in accordance with their respective terms, except (x) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (y) remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) Neither the execution and delivery by NELN of the Administration Agreement, the Servicing Agreement or the Subservicing Agreement, or the execution and delivery by Nelnet Funding of the Purchase Agreements, the Trust Agreement, the Servicing Agreement, the Nelnet Funding Eligible Lender Agreement or this Agreement, the execution by Nelnet CP of the Nelnet CP Purchase Agreement, or the execution by NELF of the NELF Purchase Agreement, or the execution and delivery by Nelnet of the Subservicing Agreement, the Indemnity Agreement or the Custodian Agreement, nor the consummation by NELN, Nelnet Funding, NELF, Nelnet CP or Nelnet of the transactions contemplated therein nor the fulfillment of the terms thereof by NELN, Nelnet Funding, NELF, Nelnet CP or Nelnet will conflict with, result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of incorporation, by-laws or limited liability company agreement, as the case may be, of NELN, Nelnet Funding, NELF, Nelnet CP or Nelnet or of any indenture or other agreement or instrument to which NELN, Nelnet Funding, NELF, Nelnet CP or Nelnet is a party or by which NELN, Nelnet Funding, NELF, Nelnet CP or Nelnet is bound, or result in a violation of or contravene the terms of any statute, order or regulation applicable to NELN, Nelnet Funding, NELF, Nelnet CP or Nelnet of any court, regulatory body, administrative agency or governmental body having jurisdiction over NELN, Nelnet Funding, NELF, Nelnet CP or Nelnet. (iv) There are no actions, proceedings or investigations pending or, to the best of such counsel's knowledge after due inquiry and reasonable investigation, threatened against NELN, Nelnet Funding, NELF, Nelnet CP or Nelnet before or by any governmental authority that might materially and adversely affect the performance by NELN, Nelnet Funding, NELF. Nelnet CP or Nelnet of its obligations under, or the validity or enforceability of, any Basic Documents to which it is a party. (v) Nothing has come to such counsel's attention that would lead such counsel to believe that the representations and warranties of NELN contained in the Administration Agreement, the Servicing Agreement or the Subservicing Agreement, or the representations and warranties of Nelnet Funding in the Nelnet Funding Purchase Agreement, the Trust Agreement, the Servicing Agreement, the Nelnet Funding Eligible Lender Trust Agreement or this Agreement, or the representations and warranties of NELF contained in the NELF Purchase Agreement or the representations and warranties of Nelnet CP contained in the Nelnet CP Purchase Agreement, or the representations and warranties of Nelnet contained in the Subservicing Agreement, the Indemnity Agreement or the Custodian Agreement are other than as stated therein. (vi) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (a) for the due execution, delivery and performance by NELN of the Administration Agreement, the Servicing Agreement or the Subservicing Agreement, (b) for the due execution, delivery and performance by Nelnet Funding of the Purchase Agreements, the Trust Agreement, the Servicing Agreement, the Nelnet Funding Eligible Lender Trust Agreement or this Agreement, (c) for the due execution, delivery and performance by NELF of the NELF Purchase Agreement, (d) for the due execution, delivery and performance by Nelnet CP of the Nelnet CP Purchase Agreement, (e) for the due execution, delivery and performance by Nelnet of the Subservicing Agreement, the Indemnity Agreement or the Custodian Agreement or (f) for the perfection of the Trust's and the Indenture Trustee's interest in the Student Loans sold pursuant to the Purchase Agreements or the exercise by the Trust (or its permitted assigns) and the Indenture Trustee of their rights and remedies under the Purchase Agreements, including specifically the filings of any Uniform Commercial Code financing statements, except for the execution and delivery of the Guarantee Agreements. (vii) The Purchase Agreements together with the related ▇▇▇▇ of sale and blanket endorsement effects a valid sale to the Eligible Lender Trustee of the Student Loans to be sold under the Purchase Agreements enforceable against creditors of, and purchasers from, Nelnet Funding, Nelnet CP and NELF, as applicable. (viii) As of the date specified in a schedule to such opinion, there were no (a) UCC financing statements naming a Seller as debtor or seller and covering any Student Loans to be sold under the Purchase Agreements or interest therein or (b) notices of the filing of any federal tax lien (filed pursuant to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of ERISA) covering any Student Loan to be sold under the Purchase Agreements or interest therein, listed in the available records in the respective offices set forth in such schedule opposite each such date (which are all of the offices that are prescribed under either the internal law of the conflict of law rules of the Delaware or Nebraska UCC as the offices in which filings should be made to perfect security interests in Student Loans), except as set forth in such schedule. (ix) As of the date of such opinion, by executing the Guarantee Agreements and upon execution and delivery of the instruments of transfer described in the Purchase Agreements and notification of the Guarantors and borrowers of the transfer contemplated thereby, and assuming that the Eligible Lender Trustee is an eligible lender as that term is defined in 20 U.S.C. ss.1085(d)(1) of the Higher Education Act of 1965, as amended, the Eligible Lender Trustee on behalf of the Trust will be entitled to the benefit of the applicable Guarantor and/or U.S. Department of Education payments under the Act related to the Student Loans sold under the Purchase Agreements, subject to the terms and conditions of the Guarantee Agreements and the Act. (i) You shall have been furnished received opinions addressed to you of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., in their capacity as counsel to the Underwriters a certificateDelaware Trustee, and as Delaware counsel to the Trust and Nelnet Funding, dated the Closing Date and each Option Closing Date, in form and substance satisfactory to you and your counsel. (k) You shall have received an opinion addressed to you of counsel to the UnderwritersIndenture Trustee, signed by the chief executive officer Eligible Lender Trustee and the chief financial officer of Nelnet Funding Eligible Lender Trustee (collectively, the Company"Trustee"), dated the Closing Date and in their capacity as officers of the Companyform and substance satisfactory to you and your counsel, to the effect that: (i) The representations Trustee is a national banking association duly organized and warranties validly existing under the laws of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties United States of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable;America. (ii) No stop order or other order The Trustee has the full corporate trust power to accept the office of indenture trustee under the Indenture and to enter into and perform its obligations under the Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Auction Agent Agreement, the Nelnet CP Purchase Agreement, the Administration Agreement, the Investment Agreement and each Guarantee Agreement. (Aiii) suspending the effectiveness The execution and delivery of each of the Registration Statement Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Auction Agent Agreement, the Nelnet CP Purchase Agreement, the Administration Agreement, the Investment Agreement and each Guarantee Agreement, and the performance by the Trustee of its obligations under the Indenture, the Custodian Agreement, the Administration Agreement, the Eligible Lender Agreements, the Investment Agreement and each Guarantee Agreement, have been duly authorized by all necessary action of the Trustee and each has been duly executed and delivered by the Trustee. (iv) The Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Auction Agent Agreement, the Nelnet CP Purchase Agreement, the Administration Agreement, the Investment Agreement and each Guarantee Agreement constitute valid and binding obligations of the Trustee enforceable against the Trustee. (v) The execution and delivery by the Trustee of the Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Auction Agent Agreement, the Nelnet CP Purchase Agreement, the Administration Agreement, the Investment Agreement and each Guarantee Agreement do not require any consent, approval or authorization of, or any part thereof registration or any amendment thereoffiling with, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; andUnited States federal governmental authority. (vi) Each of the Notes has been duly authenticated by the Trustee. (vii) Neither the consummation by the Trustee of the transactions contemplated in the Indenture, the Custodian Agreement, the Eligible Lender Agreements, the Auction Agent Agreement, the Nelnet CP Purchase Agreement, the Administration Ag

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase Shares at the Securities Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy, as accuracy of the representations and warranties on the part of the Company hereunder on the date hereof, hereof and at the Closing Date Time and on each Option Closing Date (as if made on the Closing Date or such Option Closing DateTime, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and to the satisfaction of the following additional conditionsfurther conditions at the Closing Time or on each Option Closing Time, as applicable: (a) If filing The Company shall furnish to the Underwriter at the Closing Time and on each Option Closing Time an opinion of J.▇. ▇▇▇▇▇ & Co., counsel for the Company, addressed to the Underwriter and dated the Closing Time and each Option Closing Time and in form and substance satisfactory to LeClairRyan PLLC, counsel for the Underwriter, stating that: (i) the Company has an authorized capitalization as set forth in both the Prospectus and the Disclosure Package under the caption “Capitalization”; the outstanding shares of capital stock of the ProspectusCompany have been duly and validly authorized and issued and are fully paid and non-assessable; except as disclosed in both the Prospectus and the Disclosure Package, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company to issue any shares of capital stock, any such convertible or exchangeable securities or obligation, or any amendment such warrants, rights or supplement theretooptions; (ii) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation with full corporate power and authority to own its respective properties and to conduct its respective businesses as described in each of the Registration Statement, the Prospectus and the Disclosure Package, and, in the case of the Company, to execute and deliver this Agreement and to consummate the transactions described in this Agreement; (iii) the Company is duly qualified or licensed by each jurisdiction in which it conducts its respective businesses and in which the failure, individually or in the aggregate, to be so licensed could have a Material Adverse Effect, and the Company is duly qualified, and is in good standing, in each jurisdiction in which it owns or leases real property or maintain an office and in which such qualification is necessary except where the failure to be so qualified and in good standing could not have a Material Adverse Effect; other than as disclosed in both the Prospectus and the Disclosure Package, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association; (iv) [to the best of such counsel’s knowledge,] the Company is in compliance in all material respects with all applicable laws, orders, rules, regulations and orders, including those relating to transactions with affiliates; (v) [to the best of such counsel’s knowledge,] the Company is not in violation of any term or provision of its organizational documents, is in breach of, or in default under (nor has any Issuer Free Writing Prospectusevent occurred which with notice, lapse of time, or both would constitute a breach of, or default under), any license, indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company is a party or by which any of them or their respective properties may be bound or affected or under any law, regulation or rule or any decree, judgment or order applicable to the Company, except such breaches or defaults which would not have a material adverse effect on the assets, business, operations, earnings, prospects, properties, or condition (financial or otherwise) of the Company taken as a whole; (vi) the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (A) conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of or default under), (i) any provisions of the certificate of incorporation, charter or by-laws of the Company, (ii) any provision of any license, indenture, mortgage, deed of trust, loan, credit or other agreement or instrument to which the Company is a party or by which any of them or their respective properties or assets may be bound or affected, (iii) any law or regulation binding upon or applicable to the Company or any of its respective properties or assets, or (iv) any decree, judgment or order applicable to the Company; or (B) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or assets of the Company; (vii) this Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general principles of equity, and except that enforceability of the indemnification and contribution provisions set forth in Section 8 of this Agreement may be limited by the federal or state securities laws of the United States or public policy underlying such laws; (viii) no approval, authorization, consent or order of or filing with any federal or state governmental or regulatory commission, board, body, authority or agency is required in connection with the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated herein, and the sale and delivery of the Shares by the Company as contemplated herein, other than such as have been obtained or made under the Securities Act or and the Rules Securities Act Regulations and the Exchange Act and Exchange Act Regulations, and except that such counsel need express no opinion as to any necessary qualification under the state securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriter; (ix) the Company shall have filed has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state or local law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, required to conduct their respective businesses, as described in both the Prospectus and the Disclosure Package; the Company is not in violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or decree, order or judgment applicable to the Company; (x) the Company is not subject to registration as an investment company under the Investment Company Act of 1940, as amended, and the transactions contemplated by this Agreement will not cause the Company to become an investment company subject to registration under such Act; (xi) the Shares have been duly authorized and when the Shares have been issued and duly delivered against payment therefor as contemplated by this Agreement, the Shares will be validly issued, fully paid and non-assessable, and the Underwriter will acquire good and marketable title to the Shares, free and clear of any pledge, lien, encumbrance, security interest, or other claim; (xii) the issuance and sale of the Shares by the Company is not subject to preemptive or other similar rights arising by operation of law, under the certificate of incorporation, charter or by-laws of the Company, or under any agreement known to such amendment counsel to which the Company is a party or, to such counsel’s knowledge, otherwise; (xiii) to the best of such counsel’s knowledge, there are no persons with registration or supplement) other similar rights to have any equity or such Issuer Free Writing Prospectus with debt securities, including securities that are convertible into or exchangeable for equity securities, registered pursuant to the Commission in Registration Statement or otherwise registered by the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) Company under the Securities Act); , except for those registration or similar rights which have been waived with respect to the offering contemplated by this Agreement; (xiv) the Shares conform in all material respects to the descriptions thereof contained or incorporated by reference in each of the Registration Statement, the Prospectus and the Disclosure Package; (xv) the form of certificate used to evidence the Common Stock complies in all material respects with all applicable statutory requirements, with any applicable requirements of the organizational documents of the Company and the requirements of the New York Stock Exchange; (xvi) the Registration Statement shall remain effective; has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and, to the best of such counsel’s knowledge, no proceedings with respect thereto have been commenced or any part thereof, any Rule 462 threatened; (xvii) as of each effective date of the Registration Statement, or any amendment thereofthe Registration Statement and the Prospectus (except as to the financial statements and other financial data contained therein, nor suspending or preventing as to which such counsel need express no opinion) complied as to form in all material respects with the use requirements of the Time Securities Act and the Securities Act Regulations (it being understood that such counsel need express no opinion as to the financial statements or schedules or other financial data derived therefrom, included therein); (xviii) the statements under the captions “Capitalization,” “Legal Matters”, and “Description of Sale Securities” in both the Prospectus and the Disclosure Package, insofar as such statements constitute a summary of the Prospectus legal matters referred to therein, constitute accurate summaries thereof in all material respects; (xix) the 8-A Registration Statement, when filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act; the Form 8-A Registration Statement has become effective under the Exchange Act; and, once issued, the Initial Shares and the Option Shares have been validly registered under the Securities Act, the Exchange Act and the Securities Act Regulations and the Exchange Act Regulations; (xx) there are no actions, suits or proceedings, inquiries, or investigations pending or, to the best of such counsel’s knowledge, threatened against the Company or any Issuer Free Writing Prospectus shall have been issued; no proceedings for of its respective officers and directors or to which the issuance properties, assets or rights of any such an order shall have been initiated entity are subject, at law or threatened; in equity, before or by any request of the Commission federal, state, local or an Underwriter for additional information (foreign governmental or regulatory commission, board, body, authority, arbitral panel or agency which are required to be included described in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwisethe Disclosure Package but are not so described; (xxi) shall have been complied with there are no contracts or documents of a character which are required to be filed as exhibits to the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall Registration Statement or required to be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall have reasonably determined, and advised the Company, that described or summarized in the Registration Statement, the Time of Sale Prospectus or the Disclosure Package which have not been so filed, summarized or described, and all such summaries and descriptions, in all material respects, fairly and accurately set forth the material provisions of such contracts and documents; (xxii) to the best of such counsel’s knowledge, the Company owns or possesses adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and know-how (collectively “Intangibles”) necessary to entitle the Company to conduct its business as described in both the Prospectus and the Disclosure Package, and the Company has not received notice of infringement of or conflict with (and knows of no such infringement of or conflict with) asserted rights of others with respect to any Intangibles which could materially and adversely affect the business, prospects, properties, assets, results of operations or condition (financial or otherwise) of the Company; and (xxiii) to the best of such counsel’s knowledge, the Company has filed on a timely basis all necessary federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof and have paid all taxes shown as due thereon; and no tax deficiency has been asserted against any such entity, nor does any such entity know of any tax deficiency which is likely to be asserted against any such entity which, if determined adversely to any such entity, could materially and adversely affect the business, prospects, properties, assets, results of operations or condition (financial or otherwise) of any such entity, respectively. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, independent public accountants of the Company, the Underwriter, at which the contents of the Registration Statement, the Prospectus and the documents constituting the Disclosure Package were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the ProspectusDisclosure Package (except as and to the extent stated in subparagraphs (xiv), or (xvii), (xviii), (xix), (xx) and (xxi) above), nothing has come to their attention which would lead them to believe that (i) either the Registration Statement, any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectusdocument deemed to be a part thereof, contains at the time of any effective date applicable thereto, contained an untrue statement of a material fact which, in such Underwriter’s reasonable opinion, is material, or omits omitted to state a material fact which, in such Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary in order to make the statements therein in the Registration Statement not misleading; or (ii) the Prospectus, as of its date or at the Closing Time or any Option Closing Time, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package as of the Initial Sale Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading (it being understood that such counsel need express no belief as to the financial statements or schedules or other financial data derived therefrom, included or incorporated by reference in the Registration Statement the Prospectus, the Disclosure Package or any amendments or supplements thereto). (eb) On the date of this Agreement and at the Closing DateTime and each Option Closing Time (if applicable), there the Underwriter shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLPreceived from Accell Audit & Compliance, outside corporate counsel for the Company P.A. letters dated the Closing Date, respective dates of delivery thereof and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date Underwriter, containing statements and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning information of the Securities Act and are type customarily included in compliance with the applicable requirements relating accountants’ “comfort letter” to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm underwriters with respect to the financial statements and certain financial information and other matters required by contained in the Underwriters. (h) On Registration Statement, the Prospectus, the Disclosure Package or any amendments or supplements thereto; provided that the such letter delivered at the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date Time and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: Time (iif applicable) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or shall use a “cut-off” date no more than three business days prior to the Closing Date Time, or the such Option Closing DateTime as the case may be. In the event that the letters referred to above set forth any changes in indebtedness, as applicable; (ii) No stop order decreases in total assets or other order retained earnings or increases in borrowings, it shall be a further condition to the obligations of the Underwriter that (A) suspending the effectiveness such letters shall be accompanied by a written explanation of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; andCompan

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, including any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus Prospectus, shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; and any request of the Commission or an Underwriter the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ reasonable satisfaction. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Nasdaq Capital MarketMarket and the TASE, subject only to official notice of issuance and, in the case of the Nasdaq Capital Market only, evidence of satisfactory distribution. (c) FINRA shall have raised no outstanding objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representatives, for the benefit of the Underwriters, the opinion and negative assurance letter letters of G▇▇▇▇▇▇▇▇ Procter LLPT▇▇▇▇▇▇, outside corporate P.A, United States counsel for the Company, and P▇▇▇▇ ▇▇▇▇▇ Zedek L▇▇▇▇▇ B▇▇▇▇▇, Israeli counsel for the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (e) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Representatives, for the benefit of the Underwriters, the opinion and negative assurance letters of R▇▇▇▇▇▇▇ ▇▇▇▇ & Partners, intellectual property counsel for the Company and I▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C., regulatory counsel for the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representatives, for the benefit of the Underwriters, the negative assurance letter letters of ▇L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, United States counsel to the Underwriters, and Gross, Kleinhendler, Hodak, Halevy, G▇▇▇▇▇▇▇▇ & Co., Israeli counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters Representatives, for the benefit of the Underwriters, shall have received a letter of KPMG LLP the Accounting Firm, on the date hereof and hereof, on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representatives, for the benefit of the Underwriters, a certificate, dated the Closing Date and each or the Option Closing Date, as applicable, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and or the Option Closing Date, as applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or the Option Closing Date, as applicable. (i) On or before the date hereof, the Representatives, for the benefit of the Underwriters, shall have received duly executed “lock-up” agreements, in a form set forth on Schedule IV hereto, between the Underwriters and each person or entity specified in Schedule V hereto. (j) The Company shall have furnished to the Representatives and its counsel such additional documents, certificates and evidence as the Underwriters or their counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time prior to the delivery of the Firm Shares or the Option Shares, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(h), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, at on the Closing Date Date, and on each any Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and RegulationsAct, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; and no proceedings for the issuance of such an order shall have been initiated or threatened; any or, to the knowledge of the Company, threatened by the Commission. Any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s reasonable satisfaction. (b) The Shares and the Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketNYSE American, subject to official notice of issuance and evidence of satisfactory distribution. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the reasonable opinion of the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the reasonable opinion of the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the Closing Date, there date hereof (i) no downgrading shall have been furnished to occurred in the Underwriters rating accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter, the opinion and negative assurance letters of S▇▇▇▇▇▇▇, Loop & K▇▇▇▇▇▇▇ LLP, counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriter, in form and substance previously agreed to by, and reasonably satisfactory to, the Underwriter. In rendering the opinion as provided for in this subsection, counsel may rely, to the extent that they deem such reliance proper, as to matters of fact upon certificates of the Company and of government officials. 16 Underwriting Agreement (g) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriter, the negative assurance letter of M▇▇▇▇▇▇▇▇ Will & E▇▇▇▇ LLP, counsel to the Underwriter, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriter, in form and substance previously agreed to by, and reasonably satisfactory to the Underwriter. (h) The Underwriter shall have received a “comfort” letter from M▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCP.C., counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, confirming that they are independent registered public accountants accounting firm within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), confirming the conclusions and findings of said firm with respect to the financial information and other matters required by in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (hi) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter, a certificate, dated the Closing Date and on each Option Closing Date, as applicable, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief financial officer of the Company, solely in their his capacity as officers an officer of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, as applicable, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (j) On or before the date hereof, the Underwriter shall have received a duly executed lock-up agreement (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between the Underwriter and each of the parties specified in Schedule IV. If the Underwriter, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreement for an officer, director or stockholder of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release reasonably satisfactory to the Underwriter hereto through a major news service at least two business days before the effective date of the release or waiver. (k) On the date hereof, the Company shall have furnished to the Underwriter and its counsel, a certificate from (i) the chief financial officer of the Company with respect to certain financial data contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, and (ii) the secretary of the Company, in each case in substantially the form heretofore approved by the Underwriter. (l) The Company shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(h) and Section 7 shall survive any such termination and remain in full force and effect. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 shall also remain in effect. The Underwriter may in its sole discretion waive compliance with any conditions to the obligations of the Underwriter hereunder, whether in respect of an Option Closing Date or otherwise.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares Common Stock and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, corporate counsel for the Company, dated the Closing Date or the Option Closing Date, and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate intellectual property counsel for the Company dated the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (fg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (gh) The Underwriters shall have received a letter of KPMG BDO USA, LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Representative, as representative of the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s satisfaction. (b) The Shares ; and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (db) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) Except as contemplated in the Time of Sale Disclosure Package or in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, neither the Company nor any of its subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its subsidiaries, or any Material Adverse Change (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any subsidiary, the effect of which, in any such case described above, in the Underwriter’s judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Time of Sale Disclosure Package, the Registration Statement and in the Prospectus. (d) On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (e) On the Closing Date, there shall have been furnished to the Underwriters Underwriter the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter Fenwick & West LLP, outside corporate counsel for the Company Company, dated the Closing Date, Date and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter, to the effect set forth in Schedule II. In rendering such opinion such counsel may rely (i) as to matters of law other than California, Delaware and federal law, upon the opinion or opinions of local counsel provided that the extent of such reliance is specified in such opinion and that such counsel shall state that such opinion or opinions of local counsel are satisfactory to them and that they believe they and the Underwriter are justified in relying thereon and (ii) as to matters of fact, to the extent such counsel deems reasonable upon certificates of officers of the Company and its subsidiaries provided that the extent of such reliance is specified in such opinion. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters Underwriter shall have received a letter of KPMG LLP on the date hereof and on Deloitte & Touche LLP, dated the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirmingstating, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required typically covered by “comfort letters” delivered by accountants in connection with the Underwriterstype of transaction contemplated by this Agreement. (hg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and or the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending thereof or the qualification of the Securities for offering or sale, or (C) sale nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to the best of their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) The signers of said certificate have carefully examined the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus), and (A) each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) contain, and contained, when such part of the Registration Statement (or such amendment) became effective, all statements and information required to be included therein, each part of the Registration Statement, or any amendment thereof, does not contain, and did not contain, when such part of the Registration Statement (or such amendment) became effective, any untrue statement of a material fact or omit to state, and did not omit to state when such part of the Registration Statement (or such amendment) became effective, any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented, does not include and did not include as of its date, or the time of first use within the meaning of the Rules and Regulations, any untrue statement of a material fact or omit to state and did not omit to state as of its date, or the time of first use within the meaning of the Rules and Regulations, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, (B) neither (1) the Time of Sale Disclosure Package nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, include, nor included as of the Time of Sale any untrue statement of a material fact or omits, or omitted as of the Time of Sale, to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (C) since the Time of Sale, there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth, and no event which has required that there be filed under the Exchange Act any report that upon such filing would be deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or into the Prospectus that has not been so filed, (D) subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, not in the ordinary course of business, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock, and except as disclosed in the Time of Sale Disclosure Package or in the Prospectus, there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company, or any of its subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any subsidiary, and (E) except as stated in the Time of Sale Disclosure Package or in the Prospectus, there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company or any of its subsidiaries is a party before or by any court or governmental agency, authority or body, or any arbitrator, which could reasonably be expected to result in any Material Adverse Change. (h) The Company shall have furnished to the Underwriter and counsel for the Underwriter such additional documents, certificates and evidence as the Underwriter or counsel for the Underwriter may have reasonably requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Underwriter and counsel for the Underwriter. The Company will furnish the Underwriter with such conformed copies of such opinions, certificates, letters and other documents as the Underwriter shall reasonably request.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities Underwritten Shares are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If the filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) promulgated under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Pricing Disclosure Package, Package or the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; and any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Pricing Disclosure Package, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s satisfaction. (b) The Shares and the Warrant Underwritten Shares shall be qualified approved for listing on the NASDAQ Capital MarketGlobal Market and the Toronto Stock Exchange. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Pricing Disclosure Package or the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleadingmisleading and the Company shall not have promptly taken such action as is necessary to cure such untrue statement of material fact or material omission of fact. (e) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have been furnished to the Underwriters Underwriter the opinion letters of ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., dated the Closing Date and negative assurance letter addressed to the Underwriter, in form and substance as set forth in Schedule II hereto. (g) The Underwriter shall have received on and as of the Closing Date an opinion of ▇▇▇▇▇▇▇ Procter & Whitney LLP, outside corporate counsel for the Company dated Underwriter, with respect to such matters as the Closing DateUnderwriter may reasonably request, and addressed such counsel shall have received such documents and information as they may reasonably request to the Underwriters, in form and substance reasonably satisfactory enable them to the Underwriterspass upon such matters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (gh) The Underwriters Underwriter shall have received a letter of KPMG LLP Deloitte & Touche LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, in a form acceptable to the Underwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Pricing Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersUnderwriter. (hi) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Underwritten Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Pricing Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (j) On or before the date hereof, the Underwriter shall have received duly executed “lock-up” agreements, in a form attached hereto as Exhibit A, between the Underwriter and each party named on Schedule III. (k) The Company shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(ix), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option applicable Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company and the Selling Stockholders contained herein, the performance by the Company and the Selling Stockholders of its and their respective obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities ActRules and Regulations); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, Package or the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Representative’s satisfaction. (b) The Shares and the Warrant Shares Representative shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall not have reasonably determined, determined and advised the Company, Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (ec) There shall not have occurred any change in the condition, financial or otherwise, or in the earnings, business or operations of the Company and the Subsidiary, taken as a whole, from that set forth in the Time of Sale Disclosure Package that is material and adverse and that makes it, in the Representative’s reasonable judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Disclosure Package. (d) On the applicable Closing Date, there shall have been furnished to the Underwriters Representative, the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter K&L Gates LLP, outside corporate counsel for to the Company Underwriters, dated the Closing Date, Date and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (fe) On the Closing Date and on each Option applicable Closing Date, there shall have been furnished to the Underwriters Representative, the opinion and negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCStoel Rives LLP, counsel to for the UnderwritersCompany, dated the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (f) On the applicable Closing Date, there shall have been furnished to the Representative, the opinion of Stoel Rives LLP, counsel for the Selling Stockholders, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative. (g) The Underwriters On the date hereof, the Representative shall have received a letter of KPMG LLP on from ▇▇▇▇▇▇, ▇▇▇▇ & Associates, LLC, dated the date hereof and on the Closing Date and on each Option Closing Datehereof, addressed to the UnderwritersRepresentative, confirming that they are an independent public accountants accounting firm within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firms with respect to the financial information, including any financial information contained in any Exchange Act filing filed by the Company, and other matters required by the UnderwritersRepresentative. (h) On each Closing Date, the Representative shall have received a letter (a “Bring-down Letter”) from ▇▇▇▇▇▇, ▇▇▇▇ & Associates, LLC, addressed to the Representative and dated the applicable Closing Date, confirming, as of the date of such Bring-down Letters (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not more than five days prior to the date of such Bring-down Letters), the conclusions and findings of said firms, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, and other matters covered by its respective letter delivered to the Underwriters concurrently with the execution of this Agreement pursuant to paragraph (g) of this Section 6. (i) On or after the Time of Sale, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange, (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange, (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the Representative’s reasonable judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Closing Date on the terms and in the manner contemplated in the Time of Sale Disclosure Package and the Prospectus. (j) The Company shall have complied with the provisions of Section 5(b) hereof with respect to the furnishing of prospectuses on each Option the second business day succeeding the date of this Agreement. (k) Neither the Company nor the Subsidiary shall have sustained since the date of the latest audited financial statements incorporated by reference in the Prospectus any loss or interference with the business of the Company and the Subsidiary, when taken together as a whole, from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and since the respective dates as of which information is given in the Prospectus there shall not have been any change in the capital stock (other than the issuance or repurchase, as applicable, of shares of Common Stock upon exercise of stock options, vesting of restricted stock awards or settlement of restricted stock units described as outstanding in, and the grant of options and awards under equity incentive plans described in, the Time of Sale Disclosure Package or the Prospectus) or long-term debt of the Company or the Subsidiary or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and the Subsidiary, taken as a whole, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case, is in the Representative’s judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Closing Date on the terms and in the manner contemplated in the Time of Sale Disclosure Package and the Prospectus. (l) On the Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated the applicable Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer Chief Executive Officer and the chief financial officer Chief Financial Officer of the Company, in their capacity as officers of the Company, to the effect that: : (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No no stop order or other order (Aa) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (Bb) suspending the qualification of the Securities Shares for offering or sale, or (Cc) suspending or preventing the use of the Time of Sale Disclosure Package, Package or the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and, and (iii) there has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the applicable Closing Date. (m) The Company and each of the Selling Stockholders shall have each furnished or caused to be furnished to you at such Closing Date certificates of officers of the Company and certificates of each of the Selling Stockholders, respectively, satisfactory to the Representative as to the accuracy of the representations and warranties of the Company and such Selling Stockholder, respectively, herein at and as of such Closing Date, as to the performance by the Company and such Selling Stockholder, respectively, in all respects of all of their respective obligations hereunder to be performed at or prior to such Closing Date, and the Company shall have furnished or caused to be furnished to the Representative certificates as to the matters set forth in subsections (a) and (j) of this Section 6 and as to such other matters as the Representative may reasonably request. (n) The Common Stock shall be registered under the Exchange Act and shall be listed on the Exchange, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Exchange, nor shall the Company have received any information suggesting that the Commission is contemplating terminating such registration or listing. (o) On or before the date hereof, the Representative shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”) in the form set forth on Schedule IV hereto, by and between the Representative and each of the Selling Stockholders. (p) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the issuance and sale of the Shares. (q) Each Selling Stockholder will deliver to the Representative prior to or at the first Closing Date a properly completed and executed United States Treasury Department Form W-9. (r) The Company shall have furnished to the Representative and counsel for the Representative such additional documents, certificates and evidence as the Representative or counsel for the Representative may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the applicable Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(i), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s satisfaction. (b) The Shares and the Warrant Shares Securities shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there shall have been furnished to the Underwriters Underwriter the opinion and negative assurance letter of G▇▇▇▇▇▇▇ Procter LLPM▇▇▇▇▇, outside corporate counsel for the Company dated the Closing Date, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter, to the effect set forth in Schedule III. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters Underwriter shall have received a letter of KPMG PricewaterhouseCoopers LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersUnderwriter. (hg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or the Option Closing Date, as applicable. (h) On or before the date hereof, the Underwriter shall have received duly executed “lock-up” agreements, in a form set forth on Schedule IV, between the Underwriter and each of the executive officers and directors of the Company specified in Schedule V. (i) The Company shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to the Closing Date or an Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each or any applicable Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares and the Pre-Funded Warrant Shares shall be qualified and approved for listing on the NASDAQ Capital MarketNasdaq. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On Between the date hereof and the Closing Date, there Date (A) no downgrading shall have been furnished to occurred in the Underwriters rating accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each any Option Closing Date, there shall have been furnished to the Underwriters Representative the opinion and negative assurance letter of ▇L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, corporate counsel to for the UnderwritersCompany, dated as of the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) : If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares ; and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the . The Underwriters shall not have reasonably determined, and advised the Company, Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable the Underwriters’ opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable the Underwriters’ opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. . Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, neither the Company nor any of its subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (eother than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company except for the extinguishment thereof, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of the Company’s subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any of the Company’s subsidiaries, the effect of which, in any such case described above, in the Representative’s judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Time of Sale Disclosure Package, the Registration Statement and in the Prospectus. On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. On the Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter Morse, Zelnick, Rose & Lander LLP, outside corporate counsel for the Company Company, dated the Closing Date, Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. . In rendering such opinion, such counsel may rely (fi) as to matters of law other than New York, Delaware and federal law, upon the opinion or opinions of local counsel provided that the extent of such reliance is specified in such opinion and that such counsel shall state that such opinion or opinions of local counsel are satisfactory to them and that they believe they and the Underwriters are justified in relying thereon and (ii) as to matters of fact, to the extent such counsel deems reasonable upon certificates of officers of the Company and its subsidiaries provided that the extent of such reliance is specified in such opinion. On the date of the Prospectus at a time prior to the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each of the Closing Date and on each the Option Closing Date, there the Underwriters shall have been furnished to the Underwriters the negative assurance received a letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the UnderwritersMNP LLP, dated the Closing Date or the Option Closing Daterespective dates of delivery thereof, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) . On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and or the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) : The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) ; No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending thereof or the qualification of the Securities for offering or sale, or (C) sale nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to the best of their knowledge, is contemplated by the Commission or any state or regulatory body; andand The signers of said certificate have carefully examined the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus), and each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) contain, and contained, when such part of the Registration Statement (or such amendment) became effective, all statements and information required to be included therein, each part of the Registration Statement, or any amendment thereof, does not contain, and did not contain, when such part of the Registration Statement (or such amendment) became effective, any untrue statement of a material fact or omit to state, and did not omit to state when such part of the Registration Statement (or such amendment) became effective, any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented, does not include and did not include as of its date, or the time of first use within the meaning of the Rules and Regulations, any untrue statement of a material fact or omit to state and did not omit to state as of its date, or the time of first use within the meaning of the Rules and Regulations, a material fact necessary to make the statements therein, in light of the circumstances under which they were made,

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the satisfaction of the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall be qualified approved for listing on the NASDAQ Capital Nasdaq Global Market, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the The Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable opinion, whichUnderwriters is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, whichUnderwriters is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the Closing Date, there date hereof (i) no downgrading shall have been furnished to occurred in the Underwriters rating accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter letters of O▇▇▇▇▇ Frome W▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the UnderwritersLLP, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP EisnerAmper LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date, Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (j) On or before the date hereof, the Underwriters shall have received duly executed lock-up agreement (each a “Lock-Up Agreement”) in the form set forth on Exhibit A, among the Underwriters and each of the parties specified in Schedule III. If the Underwriters, in their sole discretion, agree to release or waive the restrictions set forth in the Lock-Up Agreement for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver. (k) The Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Underwriter or their counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by written notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s satisfaction. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there shall have been furnished to the Underwriters Underwriter (i) the opinion and negative assurance letter of ▇G▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter, to the effect set forth in Schedule IV. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter the negative assurance letter of ▇L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the UnderwritersUnderwriter, dated the Closing Date or the Option Closing Date, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (g) The Underwriters Underwriter shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersUnderwriter. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder Underwriter to purchase and pay for the Securities are Shares on the Closing Date will be subject to the accuracy, as of the date hereof, at accuracy on the Closing Date and on each Option Closing Date (as if made on and as of the Closing Date (other to the extent any such representation or such Option Closing Date, warranty is expressly made as applicable), of a certain date) of the representations and compliance in all material respects with all representations, warranties and agreements of the Company contained and the Selling Stockholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their obligations hereunder and to the following additional conditionsconditions precedent: (a) If filing The Underwriter shall have received at the time this Agreement is executed and on the Closing Date a signed letter from Deloitte & Touche LLP addressed to the Underwriter and dated, respectively, the date of this Agreement and the Closing Date, in form and substance reasonably satisfactory to the Underwriter containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Underwriter with respect to the financial statements and certain financial information contained in the Registration Statement and the Statutory Prospectus and the General Disclosure Package, including, but not limited to, the matters set forth in Exhibit F hereto. (b) The Underwriter shall have received on the Closing Date from Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Company, an opinion, addressed to the Underwriter and dated the Closing Date, substantially in the form set forth in Exhibit G hereto. (c) The Underwriter shall have received on the Closing Date from ▇▇▇▇ ▇▇▇▇, Vice President, General Counsel and Secretary of the Company, an opinion, addressed to the Underwriter and dated the Closing Date, substantially in the form set forth in Exhibit H hereto. (d) The Underwriter shall have received on the Closing Date from Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for each of Apollo Investment Fund V, L.P., a Delaware limited partnership, Apollo Overseas Partners V, L.P., a Cayman exempt limited partnership, Apollo Netherlands Partners V (A), L.P., a Cayman exempt limited partnership, Apollo Netherlands Partners V (B), L.P., a Cayman exempt limited partnership, and Apollo German Partners V Gmbh & Co. KG, a company formed under the laws of Germany, an opinion, with respect to Apollo Investment Fund V, L.P. addressed to the Underwriter and dated the Closing Date, substantially in the form set forth in Exhibit I hereto. (e) The Underwriter shall have received on the Closing Date from Walkers, counsel for each of Apollo Overseas Partners V, L.P., Apollo Netherlands Partners V (A), L.P. and Apollo Netherlands Partners V (B), L.P., an opinion with respect to such Cayman exempt limited partnerships, addressed to the Underwriter and dated the Closing Date, substantially in the form set forth in Exhibit J hereto. (f) The Underwriter shall have received on the Closing Date from Faegre & ▇▇▇▇▇▇ LLP, counsel for each of the Individual Selling Stockholders, an opinion, addressed to the Underwriter and dated the Closing Date, substantially in the form set forth in Exhibit K hereto. (g) The Underwriter shall have received on the Closing Date from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP an opinion reasonably satisfactory to the Underwriter addressed to the Underwriter and dated the Closing Date, with respect to the Shares, the Registration Statement and the Statutory Prospectus, or any amendment or supplement theretoand such other related matters, or any Issuer Free Writing Prospectusas the Underwriter may reasonably request, is required under the Securities Act or the Rules and Regulations, the Company shall have furnished to Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (h) Each of the Power of Attorney and the Custody Agreement shall be reasonably satisfactory in form and substance to the Underwriter when executed and delivered by the respective parties thereto and shall be in full force and effect, and there shall have been no material amendments, alterations, modifications or waivers of any provisions thereof since the date of this Agreement. (i) The Shares shall have been approved for quotation on the NASDAQ National Market. (j) The Prospectus shall have been filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in accordance with Section 5(a) of this Agreement. No order preventing or suspending the manner use of any Preliminary Prospectus or the Prospectus shall have been or shall be in effect and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or any part thereofthreatened by the Commission, any Rule 462 Registration Statement, no order having the effect of ceasing or any amendment thereof, nor suspending or preventing the use distribution of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus Shares shall have been issued; no issued or proceedings for the issuance of such an order shall have been therefore initiated or threatened; threatened by any request securities commission, securities regulatory authority or stock exchange in the United States and any requests for additional information on the part of the Commission or an Underwriter for additional information (to be included in the Registration Statement, Statement or the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction.satisfaction of the Commission and the Underwriter If the Company has elected to rely upon Rule 430A, Rule 430A information previously omitted from the effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Underwriter of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A. (bk) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection Subsequent to the fairness and reasonableness of the underwriting terms and arrangements. Applicable Time, there shall not have occurred (di) None of the Underwriters shall have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectusany change, or any amendment thereof development or supplement theretoevent involving a prospective change in the condition (financial or other), business, properties or any Issuer Free Writing Prospectus, contains an untrue statement results of fact operations of the Company and its subsidiaries taken as one enterprise which, in such the judgment of the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material and is required adverse and makes it impractical or inadvisable to be stated therein proceed with completion of the public offering or necessary the sale of and payment for the Shares; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Underwriter, makes it impractical or inadvisable to make proceed with completion of the statements therein not misleadingpublic offering or the sale of and payment for the Shares; (iv) any material suspension or material limitation of trading in securities generally on the NASDAQ National Market, or any setting of minimum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by U.S. Federal or New York authorities; (vii) any major disruption of settlements of securities or clearance services in the United States or (viii) any attack on, outbreak or escalation of hostilities involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Shares. (e) On the Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (gl) The Underwriters Underwriter shall have received a letter certificate, dated as of KPMG LLP on the date hereof and on the Closing Date and on each Option such Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act President or any Vice President and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes a principal financial or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive accounting officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference which such officers, to any Material Adverse Effect are true and correct in all respectsthe best of their knowledge after reasonable investigation, and all other shall state that: the representations and warranties of the Company in this Agreement are true and correct, in all material respects, correct on the Closing Date as if made at on and as of the Closing Date and (other than to the Option Closing Date, and extent any such representation or warranty is expressly made as of a certain date); the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No ; no stop order or other order (A) suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission; subsequent to the dates of the most recent financial statements in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate; they have carefully examined the Registration Statement and the General Disclosure Package and, in their opinion (A) as of the Applicable Time, the Registration Statement and General Disclosure Package did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) since the Applicable Time, no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement or any part thereof the General Disclosure Package. (m) The Underwriter shall have received a certificate, dated as of the Closing Date, of each Selling Stockholder, or any amendment a duly authorized representative thereof, in which such Selling Stockholder shall state that: the representations and warranties of such Selling Stockholder in this Agreement are true and correct on the Closing Date as if made on and as of the Closing Date (other than to the extent any such representation or warranty is expressly made as of a certain date); such Selling Stockholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; they have carefully examined the Registration Statement and the General Disclosure Package and, in their opinion (A) as of the Applicable Time, the Registration Statement and General Disclosure Package did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading only to the extent that any statements in or omissions from such Registration Statement or General Disclosure Package are based on written information furnished to the Company by or on behalf of such Selling Stockholder specifically for use therein as described in Section 7(b) hereof, and (B) suspending since the qualification Applicable Time, no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement or the General Disclosure Package with respect to any written information furnished to the Company by or on behalf of such Selling Stockholder specifically for use therein as described in Section 7(b) hereof. (n) The Custodian will to deliver to the Underwriter a letter stating that it will deliver to each Selling Stockholder a United States Treasury Department Form 1099 (or other applicable form or statement specified by the United States Treasury Department regulations in lieu thereof) on or before January 31 of the Securities for offering year following the date of this Agreement. (o) The Underwriter shall have received a copy of a Lock-Up Agreement substantially in the form of Exhibit A hereto executed by each entity or saleperson listed on Schedule II hereto. The Company and the Selling Stockholders will furnish the Underwriter with such conformed copies of such opinions, or (C) suspending or preventing certificates, letters and documents as the use Underwriter reasonably requests. The Underwriter may in their sole discretion waive compliance with any conditions to the obligations of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; andUnderwriter hereunder.

Conditions of the Underwriters’ Obligations. The respective several obligations of the several Underwriters hereunder to purchase and pay for the Securities Certificates pursuant to this Agreement are subject to the accuracy, as of the date hereof, at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of On the ProspectusClosing Date, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; issued under the Securities Act and no proceedings for the issuance of such an order therefor shall have been initiated instituted or threatened; any request of threatened by the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionCommission. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there you shall have been furnished to the Underwriters the received an opinion and negative assurance letter 10b-5 statement of ▇▇▇▇▇▇▇ Procter LLPPrice P.C., outside corporate special aircraft counsel for the Company and Parent Guarantor, dated the Closing Date, Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwritersyou. (fc) On the Closing Date and on each Option Closing Date, there you shall have been furnished to the Underwriters the negative assurance letter received an opinion and 10b-5 statement of ▇▇▇▇▇Cravath, Swaine & ▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, special securities law counsel to for the UnderwritersCompany and Parent Guarantor, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to you. (d) On the Closing Date, you shall have received an opinion of the General Counsel or Assistant General Counsel of the Company, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to you. (e) On the Closing Date, you shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for Wilmington Trust Company, individually and as the Loan Trustee, Subordination Agent and Trustee, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to you. (f) On the Closing Date, you shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Escrow Agent, dated the Closing Date, in form and substance reasonably satisfactory to you. (g) The Underwriters On the Closing Date, you shall have received a letter an opinion of KPMG LLP on in-house counsel for the date hereof and on Liquidity Provider, dated the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act in form and are in compliance with the applicable requirements relating substance reasonably satisfactory to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwritersyou. (h) On the Closing Date, you shall have received an opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Liquidity Provider, dated the Closing Date and on each Option addressed to the Underwriters, in form and substance reasonably satisfactory to you. (i) On the Closing Date, you shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel in Oklahoma City, Oklahoma, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to you. (j) On the Closing Date, the you shall have received an opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel for the Depositary, dated the Closing Date, in form and substance reasonably satisfactory to you. (k) On the Closing Date, you shall have received an opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Underwriters, dated as of the Closing Date and addressed to the Underwriters, with respect to the issuance and sale of the Certificates, the Registration Statement, the Time of Sale Prospectus, the Prospectus and other related matters as the Underwriters may reasonably require. (l) Subsequent to the execution and delivery of this Agreement, there shall not have been furnished occurred any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Parent Guarantor and its consolidated subsidiaries taken as a whole that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable or inadvisable to proceed with the Underwriters completion of the public offering of the Certificates on the terms and in the manner contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus. (m) You shall have received on the Closing Date a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, Underwriters and signed by the chief executive officer Executive Vice President and Chief Financial Officer, or Vice President and Treasurer or the chief financial officer of the CompanySenior Vice President, in their capacity as officers General Counsel and Secretary of the Company, to the effect that: (i) The that the representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company contained in this Agreement are true and correct, in all material respects, as if made at and correct as of the Closing Date as if made on the Closing Date (except to the extent that they relate solely to an earlier date, in which case they shall be true and the Option Closing Dateaccurate as of such earlier date), and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied at hereunder in all material respects on or prior to the Closing Date and that, subsequent to the execution and delivery of this Agreement, there shall not have occurred any material adverse change, or any development or event involving a prospective material adverse change, in the Option Closing Datecondition (financial or other), as applicable; (ii) No stop order business, properties or other order (A) suspending the effectiveness results of operations of the Registration Statement Company and its consolidated subsidiaries taken as a whole, except as set forth in or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of contemplated by the Time of Sale Disclosure PackageProspectus. (n) You shall have received from Deloitte & Touche LLP, (i) a letter, dated no later than the date hereof and addressed to the Underwriters, in form and substance satisfactory to you, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Prospectus preliminary prospectus and the prospectus, and (ii) a letter, dated the Closing Date and addressed to the Underwriters, which meets the above requirements, except that the specified date therein referring to certain procedures performed by Deloitte & Touche LLP will not be a date more than three business days prior to the Closing Date for purposes of this subsection. (o) Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any securities issued or guaranteed by the Company or any Issuer Free Writing Prospectusof its subsidiaries by Standard & Poor’s Ratings Services (“S&P”), ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or Fitch Ratings (“Fitch”) and (ii) none of S&P, Moody’s or Fitch shall have publicly announced that it has been issuedunder surveillance or review, and no proceeding for that purpose or has been instituted orchanged its outlook with respect to, to their knowledge, is contemplated its rating of any securities issued or guaranteed by the Commission Company or any state of its subsidiaries (other than an announcement with positive implications of a possible upgrading). (p) Each of the Appraisers shall have furnished to you a letter from such Appraiser, addressed to the Company and the Parent Guarantor and dated the Closing Date, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company, the Parent Guarantor or regulatory body; andany of their respective affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company, the Parent Guarantor or any of their respective affiliates and (iii) is not connected with the Company, the Parent Guarantor or any of their respective affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (q) At the Closing Date, each of the Operative Agreements (other than the Assignment and Assumption Agreement and the Financing Agreements) shall have been duly executed and delivered by each of the parties thereto. (r) On the Closing Date, the Certificates shall be rated not lower than “BBB” by S&P and not lower than “Ba1” by Moody’s. (s) On the Closing Date, the representations and warranties of the Depositary contained in this Agreement shall be true and correct as if made on the Closing Date (except to the extent that they relate solely to an earlier date, in which case they shall be true and correct as of such earlier date). The Company will furnish the Underwriters with such conformed copies of such opinions, certificates, letters and documents as the Underwriters may reasonably request.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the satisfaction of the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketNYSE American, subject to official notice of issuance and evidence of satisfactory distribution. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the The Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Underwriters, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Underwriters, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter letters of ▇▇▇▇▇▇▇ Procter LLPSomertons, outside corporate PLLC counsel for to the Company Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (fg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (gh) The Underwriters shall have received a letter of KPMG LLP Wolf & Company, P.C. on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent registered public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 2‑01 of Regulation S-X S‑X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (hi) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date, Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their his capacity as officers an officer of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or on the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or the Option Closing Date, as applicable. (j) [Reserved]. (k) On or before the date hereof, the Underwriters shall have received duly executed lock-up agreement (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between the Underwriters and each of the parties specified in Schedule IV. (l) The Company shall have furnished to the Underwriters and its counsel such additional documents, certificates and evidence as the Underwriters or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notice to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(b)(viii) (solely in the case that this Agreement is terminated by the Underwriters following the Closing Date but prior to the Option Closing Date), Section 9 and Section 10 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities are subject to the accuracy, as accuracy of the representations and warranties on the part of the Company hereunder on the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, Time the performance by the Company of its obligations hereunder and the satisfaction (or waiver by the Underwriter) of the following additional conditionsfurther conditions at the Closing Time: (a) If filing The Company shall furnish to the Underwriter at the Closing Time opinions of Hunton & W▇▇▇▇▇▇▇ LLP, counsel for the Company and the Subsidiaries, addressed to the Underwriter and dated the Closing Time, as set forth on Schedule V. (b) The Company shall furnish to the Underwriter at the Closing Time an opinion of the ProspectusCompany’s Vice President, or any General Counsel and Corporate Secretary, addressed to the Underwriter, dated the Closing Time and otherwise in form and substance satisfactory to DLA Piper LLP (US), counsel for the Underwriter, stating as set forth on Schedule VI. (c) [Intentionally omitted.] (d) [Intentionally omitted.] (e) The Underwriter shall have received from McGladrey, LLP letters dated, as of the date of this Agreement and, the Closing Time, as the case may be, addressed to the Underwriter, in form and substance satisfactory to the Underwriter, relating to the financial statements, including pro forma financial statements, of the Company, and such other matters customarily covered by comfort letters issued in connection with registered public offerings. (f) The Underwriter shall have received at the Closing Time the favorable opinion of DLA Piper LLP (US), dated the Closing Time, addressed to the Underwriter and in form and substance satisfactory to the Underwriter. (g) No amendment or supplement theretoto the Registration Statement, or any Issuer Free Writing Prospectus, is required under the Securities Act Disclosure Package or the Rules and Regulations, the Company Prospectus shall have been filed to which the Prospectus Underwriter shall have reasonably objected in writing. (or such amendment or supplementh) or such Issuer Free Writing Prospectus with Prior to the Commission in the manner and within the time period so required Closing Time (without reliance on Rule 424(b)(8i) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, cease-and-desist order in connection with the public offering of the Shares or any amendment thereof, nor order preventing or suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus document in the Disclosure Package shall have been issued; , and no proceedings for the issuance of such an order purpose shall have been initiated or threatened, by the Commission, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, shall have occurred; any request (ii) all requests for additional information on the part of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionreasonable satisfaction of the Underwriter; and (iii) none of the Registration Statement, the Disclosure Package and the Prospectus shall contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (bi) The Shares and All filings with the Warrant Shares Commission required by Rule 424 of the Securities Act Regulations to have been filed by the Closing Time shall be qualified have been made within the applicable time period prescribed for listing such filing by such rule (without reliance on Rule 424(b)(8) of the NASDAQ Capital MarketSecurities Act Regulations). (cj) FINRA shall not have raised no any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (dk) None of the Underwriters shall have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading[Intentionally omitted.] (e) On the Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (gl) The Underwriters Underwriter shall have received a letter of KPMG LLP on the date hereof and on at or before the Closing Date and on each Option Closing DateTime, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer certificate of the Company’s Chief Executive Officer or Chief Financial Officer, in their capacity as officers each case on behalf of the CompanyCompany and not individually, to the effect that: (i) The the representations and warranties of the Company in this Agreement that are not qualified by materiality or Material Adverse Effect are true and correct in all material respects and those representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at on and as of the Closing Date and the Option Closing Datesuch date, and the Company has complied with all the agreements in all material respects and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicabledate of such certificate; (ii) No no stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or any amendment thereofare pending or, to such officer’s knowledge, threatened under the Securities Act; and (Biii) suspending the qualification Registration Statement, at its initial effective date, the filing date of the Securities Company’s Annual Report on Form 10-K for offering or salethe year ended December 31, or (C) suspending or preventing 2012, and any subsequent effective date in connection with the use of Shares did not, the Time of Sale Disclosure Package, as of the Prospectus or any Issuer Free Writing Initial Sale Time and the date of such certificate, did not and does not, and the Prospectus, has been issuedas of its date and the date of such certificate, did not and no proceeding for that purpose has been instituted ordoes not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, to their knowledgein the light of the circumstances under which they were made, is contemplated by the Commission or any state or regulatory body; andnot misleading.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company and the Selling Stockholders contained herein, the performance by the Company and the Selling Stockholders of its their obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act); the S-3 Registration Statement Statements and the S-8 Registration Statements shall remain effective; no stop order suspending the effectiveness of the S-3 Registration Statement Statements or the S-8 Registration Statements or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; and any request of the Commission or an Underwriter for additional information (to be included in the S-3 Registration StatementStatements, the S-8 Registration Statements, the Time of Sale Disclosure Package, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (dc) None of the Underwriters shall have reasonably determined, determined and advised the Company, Company that the S-3 Registration StatementStatements, the S-8 Registration Statements, the Time of Sale Disclosure Package or Package, the Prospectus, Final Prospectus (or any amendment thereof or supplement thereto, ) or any Issuer Free Writing Prospectus, Prospectus contains an untrue statement of fact which, in such any Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such any Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (d) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (e) On the Closing Date, there shall have been furnished to the Underwriters the Representatives (i) an opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter & ▇▇▇▇▇▇ LLP, outside corporate as counsel for to the Company Company, dated the applicable Closing Date, and addressed to the Underwriters, in substantially the form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing DateRepresentatives, there shall have been furnished to the Underwriters the negative assurance letter effect set forth in Exhibit A, (ii) an opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel to the Investcorp Selling Stockholders, dated the applicable Closing Date, addressed to the Underwriters, in substantially the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit B, (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ PC▇▇▇▇▇, Cayman Islands counsel to the Investcorp Selling Stockholders, dated the applicable Closing Date, addressed to the Underwriters, in substantially the form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit C, and (iv) an opinion and negative assurance letter of Proskauer Rose LLP, dated the Closing Date or the Option applicable Closing Date, and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the UnderwritersRepresentatives. (gf) The Underwriters At the time of execution of this Agreement, the Representatives shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date(or letters) from ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Inc., addressed to the Underwriters, executed and dated such date, in form and substance satisfactory to the Representatives (i) confirming that they are it is an independent public accountants registered accounting firm with respect to the Company and Magnum and its subsidiaries within the meaning of the Securities Act Act, the Rules and are Regulations and the applicable rules and regulations of the Public Company Accounting Oversight Board (United States), (ii) confirming that it is in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and (iii) stating the conclusions and findings of said firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the S-3 Registration Statements, the S-8 Registration Statements, the Time of Sale Disclosure Package and the Prospectus, and other matters reasonably requested by the Representatives. (g) On each Closing Date, the Representatives shall have received a letter or letters (each, a “Bring-down Letter”) from ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Inc., addressed to the Underwriters and dated the applicable Closing Date, confirming, as of the date of each such letter Bring-down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five three business days prior to the date of such letterBring‑down Letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters required covered by its letter or letters delivered to the UnderwritersUnderwriters concurrently with the execution of this Agreement pursuant to paragraph (f) of this Section 6. (h) At the time of execution of this Agreement, the Representatives shall have received a letter from Yeil Accounting Corporation, addressed to the Underwriters, executed and dated such date, in form and substance satisfactory to the Representatives (i) confirming that, as of the date of its most recent report on, and during the period covered by, the financial statements of Terasquare incorporated by reference into the S-3 Registration Statements, the S-8 Registration Statements, the Time of Sale Disclosure Package and the Prospectus it was an independent certified public accountant with respect to Terasquare under the “Independence Rule” of the AICPA’s Code of Professional Conduct and its interpretations and (ii) stating the conclusions and findings of said firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements incorporated by reference in the S-3 Registration Statements, the S-8 Registration Statements, the Time of Sale Disclosure Package and the Prospectus, and other matters reasonably requested by the Representative. (i) On each Closing Date, the Representatives shall have received a letter (the “Yeil Bring-down Letter”) from Yeil Accounting Corporation, addressed to the Underwriters and dated the applicable Closing Date, confirming, as of the date of such Yeil Bring-down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not more than three business days prior to the date of such Yeil Bring‑down Letter), the conclusions and findings of said firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Underwriters concurrently with the execution of this Agreement pursuant to paragraph (h) of this Section 6. (j) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representatives a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by either the chief executive officer and or the chief financial officer of the Company, in their capacity as officers such on behalf of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects), as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable;. (ii) No stop order or other order (A) suspending the effectiveness of the S-3 Registration Statement Statements, the S-8 Registration Statements or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (k) On the Closing Date, or the Option Closing Date, as applicable, the Company shall have furnished to the Representatives a certificate signed by the Company’s secretary including copies of (i) all resolutions of the Company’s Board of Directors or committees thereof relating to the S-3 Registration Statements and the offer and sale of the Shares and (ii) the Company’s certificate of incorporation and bylaws, each as amended and in effect on the Closing Date. (l) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the offer and sale of the Shares, including as an exhibit thereto this Agreement. (m) Each of the Company’s executive officers and directors shall have executed and delivered to the Representatives a Lock-up Agreement, substantially in the form attached hereto as Exhibit D. (n) At the time of the execution of this Agreement, the Representatives shall have received copies of the Power of Attorney and Custody Agreement executed by each Selling Stockholder, Attorney-in-fact and Custodian. (o) Each Selling Stockholder or the Custodian or one or more Attorneys-in-fact on behalf of such Selling Stockholder) shall have furnished to the Representatives on the Closing Date a certificate, dated the such date, signed by, or on behalf of, such Selling Stockholder stating that the representations, warranties and agreements of such Selling Stockholder contained herein are true and correct in all materials respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) as of the Closing Date and that such Selling Stockholder has complied with all agreements contained herein to be performed by such Selling Stockholder at or prior to the Closing Date. (p) The Common Stock shall be registered under the Exchange Act and shall be listed on the NYSE MKT, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the NYSE MKT, nor shall the Company have received any information suggesting that the Commission is contemplating terminating such registration or listing. (q) Neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Disclosure Package, (i) any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or action, order or decree of any court or governmental or regulatory authority, otherwise than as set forth or contemplated in the Time of Sale Disclosure Package; (ii) any change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the S-3 Registration Statements, the S-8 Registration Statements, the Time of Sale Disclosure Package and the Prospectus) or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse changes, or any development involving a prospective material adverse change, in or affecting the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (q), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Disclosure Package. (r) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in any of the Company’s securities shall have been suspended or materially limited by the Commission or the NYSE MKT, or trading in securities generally on the New York Stock Exchange, NASDAQ Global Select Market, NASDAQ Global Market, NASDAQ Capital Market or the NYSE MKT LLC or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Disclosure Package and the Prospectus. (s) On the Closing Date, the Company and the Selling Stockholders shall have furnished to the Representatives such additional information, certificates, opinions or documents as the Representatives may reasonably request. If any condition specified in this Section 6 shall not have been fulfilled in all material respects when and as required to be fulfilled, this Agreement may be terminated by the Representatives by written notice to the Company at any time at or prior to the applicable Closing Date specifying in reasonable detail the reason for such termination, and such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares, the Pre-Funded Warrant Shares and the Warrant Shares shall be qualified and approved for listing on the NASDAQ Capital MarketNasdaq. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading (e) Between the date hereof and the Closing Date (A) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (ef) On the Closing Date, there shall have been furnished to the Underwriters Representative the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate and intellectual property counsel for the Company Company, dated as of the Closing Date, Date and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (fg) On the Closing Date and on each Option Closing Date, there The Representative shall have been furnished to the Underwriters the negative assurance letter received letters of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PCP.C. and RSM US LLP, counsel to on the Underwriters, dated date hereof and on the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersRepresentative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in the SEC Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the UnderwritersRepresentative. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (i) On the Closing Date, there shall have been furnished to the Representative a certificate, dated the Closing Date and addressed to the Representative, signed by the secretary of the Company, in such person’s capacity as an officer of the Company, to the effect that: (i) that each of the certificate of incorporation, as amended and the amended and restated bylaws of the Company is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified;; and (iii) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (j) On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Exhibit C, between the Representative and each of the parties set forth on Schedule IV hereto. (k) The Representative shall have received electronic copies of the Pre-Funded Warrants and Warrants executed by the Company. (l) The Common Stock shall be registered under the Exchange Act and shall be listed on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (m) On the Closing Date, the Shares shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters. (n) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, including, without limitation, the representation and warranty of the Company set forth in Section 3(a)(x)(e), the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an Underwriter ▇▇▇▇ for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionreasonable satisfaction of ▇▇▇▇ and its counsel. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Nasdaq Global Market. (c) FINRA ▇▇▇▇ shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s ▇▇▇▇’▇ reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s ▇▇▇▇’▇ reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (d) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (e) On the Closing Date, there shall have been furnished to the Underwriters ▇▇▇▇ the opinion and negative assurance letter letters of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters▇▇▇▇. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG Ernst & Young LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required covered by its letter delivered to ▇▇▇▇ concurrently with the Underwritersexecution of this Agreement. (hg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters ▇▇▇▇ a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respectsaccordance with their terms, and all other representations and warranties of the Company in this Agreement are true and correct, correct in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (h) The Company shall have furnished to ▇▇▇▇ and its counsel such additional documents, certificates and evidence as ▇▇▇▇ or it counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by ▇▇▇▇ by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(vii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; and no proceedings for the issuance of such an order shall have been initiated or threatened; any request of threatened by the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionCommission. (b) The Shares and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Global Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there shall have been furnished to the Underwriters Underwriter the opinion and negative assurance letter disclosure letters of ▇▇▇▇▇▇, ▇▇▇▇ Procter & ▇▇▇▇▇▇▇▇ LLP, outside corporate counsel for the Company dated the Closing Date, Date and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter, to the effect set forth in Schedule III. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter the negative assurance letter of ▇▇Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ PC▇▇▇▇, LLP, counsel to the UnderwritersUnderwriter, dated the Closing Date or the Option Closing Date, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (g) The Underwriters Underwriter shall have received a letter of KPMG LLP Armanino ▇▇▇▇▇▇▇ LLP, on the date hereof and in the form of a “bring down letter” on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersUnderwriter. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (i) On or before the date hereof, the Underwriter shall have received duly executed “lock-up” agreements, in a form acceptable to the Underwriter, between the Underwriter and each of the directors and executive officers of the Company. If the Company fails to fulfill any condition specified in Section 6(a), (b), (e), (g), (h) or (i) when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(vii) and Section 7 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), ) of and compliance in all material respects with all representations, warranties and agreements of the Company contained hereinherein (except to the extent any such representations, warranties or agreements expressly relate to a specified earlier date, in which case, such representations, warranties and agreements shall be accurate or complied with as of such specified earlier date), to the performance by the Company of its obligations hereunder and to the following additional conditions, in each case unless waived by the Underwriter: (a) If the filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or or, to the Company’s knowledge, threatened; any request of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s reasonable satisfaction. (b) The Shares ; and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and compensation arrangements. (db) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading, unless, in each case, the Company shall have filed an amendment or supplement to the Registration Statement, the applicable documents included in the Time of Sale Disclosure Package, the Prospectus or the Issuer Free Writing Prospectus to correct such statement of fact or omission. (c) Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package and the Prospectus, the Company has not incurred any liabilities or obligations, direct or contingent which are material to the Company or entered into any transactions not in the ordinary course of business which are material to the Company, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and except as disclosed in the Time of Sale Disclosure Package and in the Prospectus, there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of outstanding options, warrants or convertible notes or vesting of any outstanding restricted stock units), any material change in the short-term or long-term debt of the Company except for the extinguishment thereof, any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company (other than the issuance of options, restricted stock units and other awards or shares under the Company’s equity incentive plans and employee stock purchase plans), or any Material Adverse Change, the effect of which, in any such case described above, in the Underwriter’s reasonable judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Time of Sale Disclosure Package, the Registration Statement and the Prospectus. (d) On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (e) On the Closing Date and the Option Closing Date, if any, there shall have been furnished to the Underwriter the opinion of Croke F▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & B▇▇▇▇, counsel for the Company, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (f) On the date of the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each of the Closing Date and the Option Closing Date, if any, the Underwriter shall have received a letter of KMJ C▇▇▇▇▇ & Company, LLP, dated the respective dates of delivery thereof, and addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriter. (g) On the Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and or the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date (except to the extent any such representations or warranties expressly relate to a specified earlier date, in which case, such representations and the Option Closing Datewarranties shall be true and correct as of such specified earlier date), and the Company has complied in all material respects with all the material agreements and satisfied in all material respects all the material conditions on its part to be performed or satisfied at or prior to the Closing Date (except for any such agreements or conditions that have been waived by the Option Closing Date, as applicableUnderwriter); (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending thereof or the qualification of the Securities Shares for offering or sale, or (C) sale nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their the signer’s knowledge, is contemplated by the Commission or any state or regulatory body; (iii) The signer of said certificate has carefully examined the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus), and (A) each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) contain, and contained when such part of the Registration Statement (or such amendment) became effective, all statements and information required to be included therein, each part of the Registration Statement, or any amendment thereof, does not contain, and did not contain when such part of the Registration Statement (or such amendment) became effective, any untrue statement of a material fact or omit to state, and did not omit to state when such part of the Registration Statement (or such amendment) became effective, any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented, does not include and did not include as of its date or the time of first use within the meaning of the Rules and Regulations, any untrue statement of a material fact or omit to state, and did not omit to state as of its date or the time of first use within the meaning of the Rules and Regulations, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (B) neither (1) the Time of Sale Disclosure Package nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, include, nor included as of the Time of Sale, any untrue statement of a material fact or omits, or omitted as of the Time of Sale, to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the Time of Sale, there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth, and there has been no document required to be filed under the Exchange Act that upon such filing would be deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus that has not been so filed, (D) except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, the Company has not incurred any liabilities or obligations, direct or contingent, which are material to the Company, has not entered into any transactions not in the ordinary course of business which are material to the Company, not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and, except as disclosed in the Time of Sale Disclosure Package and in the Prospectus, there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of outstanding options, warrants or convertible notes or vesting of any restricted stock units pursuant to the Company’s existing equity incentive plan or employee stock purchase plan), any material change in the Company’s short-term or long-term debt except for the extinguishment thereof, any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company (other than the issuance of options, restricted stock units and other awards or shares under the Company’s equity incentive plan and employee stock purchase plan), or any Material Adverse Change, and (E) except as stated in the Time of Sale Disclosure Package and in the Prospectus, there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company is a party before or by any court or governmental agency, authority or body, or any arbitrator, the negative outcome of which, individually or in the aggregate, would result in any Material Adverse Change. (h) The Company shall have furnished to the Underwriter and counsel for the Underwriter such additional documents, certificates and evidence as the Underwriter or counsel for the Underwriter may have reasonably requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter. The Company will furnish the Underwriter with such conformed copies of such opinions, certificates, letters and other documents as the Underwriter shall reasonably request.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities Underwritten Shares are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If the filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) promulgated under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Pricing Disclosure Package, Package or the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; and any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s satisfaction. (b) The Shares Common Stock and the Warrant Underwritten Shares shall be qualified and approved for listing on the NASDAQ Capital MarketGlobal Market and the Toronto Stock Exchange, subject to the satisfaction of customary listing conditions. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Pricing Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing ProspectusProspectus or Section 5(d) Writing, contains an untrue statement of fact which, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleadingmisleading and the Company shall not have promptly taken such action as is necessary to cure such untrue statement of material fact or material omission of fact. (e) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (f) On the Closing Date, there shall have been furnished to the Underwriters Underwriter the opinion letters ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., dated the Closing Date and negative assurance letter addressed to the Underwriter, in form and substance as set forth in Schedule II hereto. (g) The Underwriter shall have received on and as of the Closing Date an opinion of ▇▇▇▇▇▇▇ Procter & Whitney LLP, outside corporate counsel for the Company dated Underwriter, with respect to such matters as the Closing DateUnderwriter may reasonably request, and addressed such counsel shall have received such documents and information as they may reasonably request to the Underwriters, in form and substance reasonably satisfactory enable them to the Underwriterspass upon such matters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (gh) The Underwriters Underwriter shall have received a letter of KPMG LLP Deloitte & Touche LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, in a form acceptable to the Underwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Pricing Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersUnderwriter. (hi) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Underwritten Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (j) On or before the date hereof, the Underwriter shall have received duly executed “lock-up” agreements, in a form attached hereto as Exhibit B, between the Underwriter and each party named on Schedule III. (k) The Stock Split shall be effective and the Reorganization Transaction shall have closed, the merger that is a part of the Reorganization Transaction shall have been completed, and the Common Stock issuable pursuant to the Reorganization Transaction shall have been issued, in each case substantially as described in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the Information Circular, and the Underwriter shall have received evidence to such effect in form and substance satisfactory to the Underwriter and its counsel. (l) The Company shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective several obligations of the several Underwriters hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, at on the Closing Date Date, and on each any Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained hereinherein or in certificates of any officer of the Company delivered pursuant to the provisions hereof, the performance by the Company of its covenants and obligations hereunder hereunder, and to the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and RegulationsAct, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus shall have been issued; and no proceedings for the issuance of such an order shall have been initiated or threatened; any or, to the knowledge of the Company, threatened by the Commission. Any request of the Commission or an Underwriter the Underwriters for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Representative’s reasonable satisfaction. (b) The Shares and the Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketNasdaq, subject to official notice of issuance and evidence of satisfactory distribution. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On or after the Closing Date, there date hereof (i) no downgrading shall have been furnished to occurred in the Underwriters rating accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriters, the opinion and negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Representative, in form and substance previously agreed to by, and reasonably satisfactory to, the Representative. In rendering the opinion as provided for in this subsection, counsel may rely, to the extent that they deem such reliance proper, as to matters of fact upon certificates of the Company and of government officials. (g) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters, the negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ PC& ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the UnderwritersRepresentative, in form and substance previously agreed to by, and reasonably satisfactory to the UnderwritersRepresentative. (gh) The Underwriters shall have received a letter received, on each of KPMG LLP on the date hereof and on hereof, the Closing Date and on each Option Closing Date, a “comfort” letter, dated the date hereof, the Closing Date or the Option Closing Date, as the case may be, and addressed to the UnderwritersRepresentative, from each of: (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, confirming that they are an independent registered public accountants accounting firm with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), confirming the conclusions and findings of said firm with respect to the financial information of the Company and other matters required by in form and substance reasonably satisfactory to the Underwriters; and (ii) ▇▇▇▇▇▇▇▇ & Associates, confirming that they are an independent accounting firm with respect to ▇▇ ▇▇▇▇▇▇▇ within the meaning of the American Institute of Certified Public Accountants and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming the conclusions and findings of said firm with respect to the financial information of ▇▇ ▇▇▇▇▇▇▇ and other matters in form and substance reasonably satisfactory to the Underwriters. (hi) On the Closing Date and on each Option Closing Date, there the Company shall have been furnished to the Underwriters a certificate, dated the Closing Date and on each Option Closing Date, and addressed to the Underwritersas applicable, signed by the chief executive officer and the chief financial officer of the Company, solely in their his capacity as officers an officer of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and on the Option Closing Date, as applicable, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied under this Agreement at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (j) On or before the date hereof, the Underwriters shall have received a duly executed lock-up agreement (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto in favor of the Underwriters from each of the parties specified in Schedule IV. (k) On each of the date hereof, the Closing Date and each Option Closing Date, the Company shall have furnished to the Underwriters a certificate, dated the date hereof, the Closing Date or the Option Closing Date, as the case may be, from the chief financial officer of the Company, in substantially the form heretofore approved by the Representative, with respect to certain financial data contained in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. (l) On the Closing Date and on each Option Closing Date, the Company shall have furnished to the Underwriters a certificate, dated the Closing Date or the Option Closing Date, as the case may be, from the secretary of the Company, in substantially the form heretofore approved by the Representative. (m) The Acquisition Agreement shall not have been terminated pursuant to its terms. (n) The Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Representative or counsel to the Underwriters may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notice given by the Representative to the Company at any time at or prior to the Closing Date or on the Option Closing Date, as applicable, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii) and Section 7 shall survive any such termination and remain in full force and effect. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 and Section 3 shall also remain in effect. The Representative may in its sole discretion waive compliance with any conditions to the several obligations of the Underwriters hereunder, whether in respect of an Option Closing Date or otherwise.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), ) of and compliance in all material respects with all representations, warranties and agreements of the Company contained hereinherein (except to the extent any such representations, warranties or agreements expressly relate to a specified earlier date, in which case, such representations, warranties and agreements shall be accurate or complied with as of such specified earlier date), to the performance by the Company of its obligations hereunder and to the following additional conditions, in each case unless waived by the Underwriter: (a) If the filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or or, to the Company’s knowledge, threatened; any request of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s reasonable satisfaction. (b) The Shares ; and the Warrant Shares shall be qualified for listing on the NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and compensation arrangements. (db) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading, unless, in each case, the Company shall have filed an amendment or supplement to the Registration Statement, the applicable documents included in the Time of Sale Disclosure Package, the Prospectus or the Issuer Free Writing Prospectus to correct such statement of fact or omission. (c) Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package and the Prospectus, the Company has not incurred any liabilities or obligations, direct or contingent which are material to the Company or entered into any transactions not in the ordinary course of business which are material to the Company, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and except as disclosed in the Time of Sale Disclosure Package and in the Prospectus, there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of outstanding options, warrants or convertible notes or vesting of any outstanding restricted stock units), any material change in the short-term or long-term debt of the Company except for the extinguishment thereof, any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company (other than the issuance of options, restricted stock units and other awards or shares under the Company’s equity incentive plans and employee stock purchase plans), or any Material Adverse Change, the effect of which, in any such case described above, in the Underwriter’s reasonable judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Time of Sale Disclosure Package, the Registration Statement and the Prospectus. (d) On or after the Time of Sale (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (e) On the Closing Date and the Option Closing Date, if any, there shall have been furnished to the Underwriters Underwriter the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC▇, LLP, counsel to for the UnderwritersCompany, dated the Closing Date or the Option Closing Date, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter. (gf) The Underwriters On the date of the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each of the Closing Date and the Option Closing Date, if any, the Underwriter shall have received a letter of KPMG LLP on ▇▇▇▇▇▇ LLP, dated the date hereof respective dates of delivery thereof, and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, confirming that they are independent public accountants within the meaning of the Securities Act in form and are in compliance with the applicable requirements relating substance reasonably satisfactory to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersUnderwriter. (hg) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and or the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date (except to the extent any such representations or warranties expressly relate to a specified earlier date, in which case, such representations and the Option Closing Datewarranties shall be true and correct as of such specified earlier date), and the Company has complied in all material respects with all the material agreements and satisfied in all material respects all the material conditions on its part to be performed or satisfied at or prior to the Closing Date (except for any such agreements or conditions that have been waived by the Option Closing Date, as applicableUnderwriter); (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending thereof or the qualification of the Securities Shares for offering or sale, or (C) sale nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their the signer’s knowledge, is contemplated by the Commission or any state or regulatory body; (iii) The signer of said certificate has carefully examined the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus), and (A) each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus) contain, and contained when such part of the Registration Statement (or such amendment) became effective, all statements and information required to be included therein, each part of the Registration Statement, or any amendment thereof, does not contain, and did not contain when such part of the Registration Statement (or such amendment) became effective, any untrue statement of a material fact or omit to state, and did not omit to state when such part of the Registration Statement (or such amendment) became effective, any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented, does not include and did not include as of its date or the time of first use within the meaning of the Rules and Regulations, any untrue statement of a material fact or omit to state, and did not omit to state as of its date or the time of first use within the meaning of the Rules and Regulations, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (B) neither (1) the Time of Sale Disclosure Package nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, include, nor included as of the Time of Sale, any untrue statement of a material fact or omits, or omitted as of the Time of Sale, to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the Time of Sale, there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth, and there has been no document required to be filed under the Exchange Act that upon such filing would be deemed to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus that has not been so filed, (D) except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package, the Company has not incurred any liabilities or obligations, direct or contingent, which are material to the Company, has not entered into any transactions not in the ordinary course of business which are material to the Company, not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and, except as disclosed in the Time of Sale Disclosure Package and in the Prospectus, there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of outstanding options, warrants or convertible notes or vesting of any restricted stock units pursuant to the Company’s existing equity incentive plan or employee stock purchase plan), any material change in the Company’s short-term or long-term debt except for the extinguishment thereof, any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company (other than the issuance of options, restricted stock units and other awards or shares under the Company’s equity incentive plan and employee stock purchase plan), or any Material Adverse Change, and (E) except as stated in the Time of Sale Disclosure Package and in the Prospectus, there is not pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company is a party before or by any court or governmental agency, authority or body, or any arbitrator, the negative outcome of which, individually or in the aggregate, would result in any Material Adverse Change. (h) The Company shall have furnished to the Underwriter and counsel for the Underwriter such additional documents, certificates and evidence as the Underwriter or counsel for the Underwriter may have reasonably requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter. The Company will furnish the Underwriter with such conformed copies of such opinions, certificates, letters and other documents as the Underwriter shall reasonably request.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each or any applicable Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfaction. (b) The Shares, the Pre-Funded Warrant Shares and the Warrant Shares shall be qualified and approved for listing on the NASDAQ Capital MarketNasdaq. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriterthe Representative’s reasonable opinion, is material, or omits to state a fact which, in such Underwriterthe Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On Between the date hereof and the Closing Date, there Date (A) no downgrading shall have been furnished to occurred in the Underwriters rating accorded any of the opinion and negative assurance letter Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for Rule 436(g)(2) under the Company dated the Closing DateSecurities Act, and addressed to (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Underwriters, in form and substance reasonably satisfactory to the UnderwritersCompany’s securities. (f) On the Closing Date and on each or any Option Closing Date, there shall have been furnished to the Underwriters Representative the opinion and negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇ LLP, or such other corporate counsel to for the UnderwritersCompany, dated as of the Closing Date or the Option Closing Date, and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g) The Underwriters Representative shall have received a letter of KPMG LLP letters, from the Company’s auditors, on the date hereof and on the Closing Date and on each or any Option Closing Date, addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the Representative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information, including any financial information contained in the SEC Reports filed by the Company or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and other matters required by the UnderwritersRepresentative. (h) On the Closing Date and on each any Option Closing DateDate (if applicable), there shall have been furnished to the Underwriters Representative a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersRepresentative, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the or such Option Closing DateDate (as applicable), and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the such Option Closing Date, Date (as applicable); (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or any Option Closing Date (as applicable). (i) On the Closing Date, or any Option Closing Date (as applicable), there shall have been furnished to the Representative a certificate, dated the Closing Date or any Option Closing Date (as applicable), and addressed to the Representative, signed by the secretary of the Company or similar person, in such person’s capacity as an officer of the Company, to the effect that: (i) that each of the certificate of incorporation, as amended and the memorandum and articles of association of the Company are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (j) On or before the date hereof, the Representative shall have received duly executed “lock-up” agreements, in the form attached hereto as Exhibit C, between the Representative and each of the parties set forth on Schedule IV hereto. (k) The Representative shall have received electronic copies of the Pre-Funded Warrants and Warrants executed by the Company. (l) The Shares and Warrant Shares shall be registered under the Exchange Act and have been approved for listing on Nasdaq, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Shares under the Exchange Act or delisting or suspending from trading the Common Shares from Nasdaq, nor shall the Company have received any information suggesting that the Commission is contemplated terminating such registration or listing. (m) On the Closing Date, or any Option Closing Date (as applicable), the Firm Shares and the Option, Shares (as applicable) shall have been delivered via the Depository Trust Company system to the accounts of the Underwriters. (n) The Company shall have furnished to the Representative and its counsel such additional documents, certificates and evidence as the Representative or its counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 5(a)(xi), Section 7 and Section 8 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters each Underwriter hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date Date, and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the any Prospectus or any Issuer Free Writing the Final Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the any Prospectus, any Issuer Free Writing the Final Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionsatisfaction of the Representative. (b) The Shares and the Representative’s Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketNasdaq, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package Package, any Prospectus or the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative, for the benefit of the Underwriters, the opinion and negative assurance letter letters of P▇▇▇▇ C▇▇▇▇▇▇ Procter LLP, outside corporate counsel for to the Company Company, each dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative, for the benefit of the Underwriters, the opinion and negative assurance letter of Pillsbury W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ PCLLP, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, as applicable, and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (g) The Underwriters Representative, for the benefit of the Underwriters, shall have received a letter of KPMG LLP BDO USA, P.C., on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) The Representative shall have received, simultaneously with the execution of this Agreement and on the Closing Date and each Option Closing Date, a certificate of the chief financial officer of the Company addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, with respect to certain financial information related to the Company included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, as well as the Marketing Materials, and certain other information contained in the Registration Statement, the Prospectus and the Marketing Materials. (i) The representations and warranties of the Company contained in this Agreement and the representations and warranties of the Company contained in the certificates delivered pursuant to Sections 6(h) and 6(j) shall be true and correct, when made and on and as of each Closing Date as if made on such date. The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by it at or before such Closing Date. (j) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative, for the benefit of the Underwriters, a certificate, dated the Closing Date and on each Option Closing Date, Date and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations the representations, warranties and warranties agreements of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect were true and correct when made and are true and correct in all respectsmaterial respects as of such Closing Date (provided, that each representation and all other representations and warranties of the Company in this Agreement are warranty that contains a materiality qualifier shall be true and correct, correct in all material respects, as if made at and respects as of the Closing Date and the Option such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable); (ii) No the Company has performed all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement, the Prospectus, and the Time of Sale Disclosure Package and, in their opinion (A) (1) as of the Effective Time, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, (2) as of the date thereof or as of the date hereof, the Prospectus did not contain and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (3) as of the Applicable Time, the Time of Sale Disclosure Package did not include any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) since the Effective Time, no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement, the Time of Sale Disclosure Package or the Prospectus; (iv) no stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereofStatement, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the any Prospectus or any Issuer Free Writing Prospectus, the Final Prospectus has been issued, and to the Company’s knowledge, no proceeding proceedings for that purpose have been instituted or are pending under the Securities Act; and (v) there has been instituted orno occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date or on the Option Closing Date, as applicable. (k) On or before the date hereof, the Representative shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between the Representative and each of the parties specified in Schedule V. (l) The Company shall have furnished to the Underwriters and their knowledgecounsel such additional documents, is contemplated certificates and evidence as the Underwriters or their counsel may have reasonably requested. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Commission Representative by notice to the Company at any time at or prior to the Closing Date or on or prior to the Option Closing Date, as applicable, and such termination shall be without liability of any state or regulatory body; andparty to any other party, except that Section 5(h) and Sections 7 through 18, inclusive, shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase Shares at the Securities Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy, as accuracy of the representations and warranties on the part of the Company hereunder on the date hereof, hereof and at the Closing Date Time and on each Option Closing Date (as if made on the Closing Date or such Option Closing DateTime, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and to the satisfaction of the following additional conditionsfurther conditions at the Closing Time or on each Option Closing Time, as applicable: (a) If filing The Company shall furnish to the Underwriters at the Closing Time and on each Option Closing Time an opinion of D▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Company, addressed to the Underwriters and dated the Closing Time and each Option Closing Time and in form and substance satisfactory to T▇▇▇▇▇▇▇ & Knight LLP, counsel for the Underwriters, stating that: (i) the Company has an authorized capitalization as set forth in both the Offering Circular and the Disclosure Package under the caption “Capitalization”; the outstanding shares of capital stock of the ProspectusCompany has been duly and validly authorized and issued and are fully paid and non-assessable; except as disclosed in both the Offering Circular and the Disclosure Package; (ii) the Company is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation with full corporate power and authority to own its properties and to conduct its business as described in each of the Offering Statement, the Offering Circular and the Disclosure Package, and, in the case of the Company, to execute and deliver this Agreement and to consummate the transactions described in this Agreement; (iii) the Company is duly qualified, and are in good standing, in each jurisdiction in which its owns or leases real property or maintain an office and in which such qualification is necessary except where the failure to be so qualified and in good standing would not have a Material Adverse Effect;; other than as disclosed in both the Offering Circular and the Disclosure Package, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association; (iv) the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (A) conflict with, or result in any amendment or supplement theretobreach of, or constitute a default under (nor constitute any Issuer Free Writing Prospectusevent which with notice, lapse of time, or both would constitute a breach of or default under), (i) any provisions of the [articles/certificate] of incorporation, charter or by-laws of the Company, (ii) any provision of any material license, indenture, mortgage, deed of trust, loan, credit or other agreement or instrument identified to such counsel to which the Company is a party or by which it or its properties or assets may be bound or affected, (iii) any law or regulation binding upon or applicable to the Company or any of its properties or assets, or (iv) any decree, judgment or order applicable to the Company and identified to such counsel; or (B) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or assets of the Company; (v) this Agreement has been duly authorized, executed and delivered by, and is the legal valid and binding agreement of, the Company; (vi) no approval, authorization, consent or order of or filing with any federal or state governmental or regulatory commission, board, body, authority or agency is required in connection with the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated herein, and the sale and delivery of the Shares by the Company as contemplated herein, other than such as have been obtained or made under the Securities Act or and the Rules Securities Act Regulations and the Exchange Act and Exchange Act Regulations, and except that such counsel need express no opinion as to any necessary qualification under the state securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters; (vii) the Company shall has all necessary material licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state or local law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, required to conduct their respective businesses, as described in both the Offering Circular and the Disclosure Package, except where the failure to have filed such licenses, authorizations, consents and approvals or to make such filing would reasonably be expected to have a Material Adverse Effect;; (viii) the Prospectus Company is not subject to registration as an investment company under the Investment Company Act, and the transactions contemplated by this Agreement will not cause the Company to become obligated to register as an investment company under such Act; (ix) the Shares have been duly authorized and when the Shares have been issued and duly delivered against payment therefor as contemplated by this Agreement, the Shares will be validly issued, fully paid and non-assessable; (x) the issuance and sale of the Shares by the Company is not subject to preemptive or other similar rights arising by operation of law, under the certificate of incorporation or by-laws of the Company, or, to the best of such amendment or supplementcounsel’s knowledge, under any agreement to which the Company is a party; (xi) or such Issuer Free Writing Prospectus the Shares conform in all material respects to the descriptions thereof contained in each of the Offering Statement, the Offering Circular and the Disclosure Package; (xii) the form of certificate used to evidence the Common Stock complies in all material respects with all applicable statutory requirements, with any applicable requirements of the Commission in organizational documents of the manner Company and within the time period so required requirements of the NYSE MKT; (without reliance on Rule 424(b)(8xiii) or 164(b) the Offering Statement has been qualified under the Securities Act); the Registration Statement shall remain effective; Act and no stop order suspending the effectiveness qualification of the Offering Statement, and no order under Rule 258 of Regulation A suspending the Regulation A exemption with respect to the offering of the Shares, has been issued and, to the best of such counsel’s knowledge, no proceedings with respect thereto have been commenced or threatened; (xiv) as of each qualification date of the Offering Statement, the Offering Statement and the Offering Circular (except as to the financial statements and other financial data contained therein, as to which such counsel need express no opinion) complied as to form in all material respects with the requirements of the Securities Act and the Securities Act Regulations (it being understood that such counsel need express no opinion as to the financial statements or schedules or other financial data derived therefrom, included therein); (xv) the statements under the captions “Capitalization,” “Business—Regulation of the Oil and Natural Gas Industry,” “Description of Capital Stock,” “Shares Eligible for Future Sale,” and “Material U.S. Federal Income Tax Considerations for Non-U.S. Holders” in both the Offering Circular and the Disclosure Package, insofar as such statements constitute a summary of the legal matters referred to therein, constitute accurate summaries thereof in all material respects; and (xvi) the Form 8-A Registration Statement, when filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act; the Form 8-A Registration Statement has become effective under the Exchange Act; and the Initial Shares [and the Option Shares] have been validly registered under the Exchange Act and the Exchange Act Regulations; In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, independent public accountants of the Company, and representatives of the Representative[s], at which the contents of the Offering Statement, the Offering Circular and the documents constituting the Disclosure Package were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Statement, the Offering Circular or the Disclosure Package (except as and to the extent stated in subparagraphs (xi), (xiv), (xv) and (xvi) above), nothing has come to their attention that would lead them to believe that (i) either the Offering Statement, any amendment thereto, or any document deemed to be a part thereof, at the time of any Rule 462 Registration qualification date applicable thereto, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements in the Offering Statement not misleading; or (ii) the Offering Circular, as of its date or at the Closing Time or any Option Closing Time, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Disclosure Package as of the Initial Sale Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading (it being understood that such counsel need express no belief as to mineral reserves and related statistical data, the financial statements or other financial data derived therefrom, included in the Offering Statement the Offering Circular, the Disclosure Package or any amendments or supplements thereto). (b) On the date of this Agreement and at the Closing Time and each Option Closing Time (if applicable), the Representative[s] shall have received from BDO USA LLP letters dated the respective dates of delivery thereof and addressed to the Representative[s], in form and substance satisfactory to the Representative[s], containing statements and information of the type specified in AU Section 634 “Letters for Underwriters and Certain other Requesting Parties” issued by the American Institute of Certified Public Accountants with respect to the financial statements, including any pro forma financial statements, and certain financial information of the Company included in the Offering Statement, the Offering Circular and the Disclosure Package, and such other matters customarily covered by comfort letters issued in connection with registered public offerings; provided, that the letters delivered at the Closing Time and each Option Closing Time (if applicable) shall use a “cut-off” date no more than three business days prior to such Closing Time or such Option Closing Time, as the case may be. (c) On the date of this Agreement and at the Closing Time and each Option Closing Time (if applicable), NSAI shall have furnished to the Representative[s], at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters (with executed copies for each of the Underwriters), in form and substance satisfactory to the Representative[s], containing statements and information of the type customarily included in reserves engineers' “confirmation letters” to underwriters with respect to the oil and gas reserves of the Company, as shall have been reported in reserves reports delivered by NSAI to the Company and as reported or summarized in the Offering Circular and the Disclosure Package. (d) The Representative[s] shall have received at the Closing Time and on each Option Closing Time the favorable opinion of T▇▇▇▇▇▇▇ & K▇▇▇▇▇ LLP, dated the Closing Time or such Option Closing Time, addressed to the Representative[s] and in form and substance satisfactory to the Representative[s]. (e) The Offering Statement shall have become qualified not later than 5:00 p.m., New York City time, on the date of this Agreement, or such later time and date as the Representative[s] shall approve. (f) No amendment or supplement to the Offering Statement, the Offering Circular or any amendment thereofdocument in the Disclosure Package shall have been filed to which the Underwriters shall have objected in writing prior to such filing. (g) Prior to the Closing Time and each Option Closing Time (i) no stop order suspending the qualification of the Offering Statement, nor no order under Rule 258 of Regulation A suspending the Regulation A exemption with respect to the offering of the Shares and no order preventing or preventing suspending the use of the Time of Sale Disclosure Package, the Prospectus Offering Circular or any Issuer Free Writing Prospectus document in the Disclosure Package shall have been issued; , and no proceedings for the issuance of any such an order purpose shall have been initiated or threatened, by the Commission, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, has occurred; any request (ii) all requests for additional information on the part of the Commission or an Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionreasonable satisfaction of the Representative[s]; (iii) the Offering Statement shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) the Offering Circular and the Disclosure Package shall not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (bh) All filings with the Commission required by Rule 253 of Regulation A under the Securities Act to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such Rule. (i) Between the time of execution of this Agreement and the Closing Time or the relevant Option Closing Time there shall not have been any Material Adverse Change or any prospective Material Adverse Change, and (ii) no transaction that is material and unfavorable to the Company shall have been entered into by the Company, in each case, which in the Representative[s]’ sole judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Offering Statement. (j) The Shares and the Warrant Shares shall be qualified have been approved for listing on the NASDAQ Capital MarketNYSE MKT, subject to official notice of issuance. (ck) FINRA shall not have raised no any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (dl) None of the Underwriters The Representative[s] shall have reasonably determinedreceived lock-up agreements from each officer, director and advised 1% or greater stockholder of the Company, that in the Registration Statementform of Exhibit B attached hereto, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, and such letter agreements shall be in such Underwriter’s reasonable opinion, is material, or omits to state a fact which, in such Underwriter’s reasonable opinion, is material full force and is required to be stated therein or necessary to make the statements therein not misleadingeffect. (em) On The Company will, at the Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (f) On the Closing Date Time and on each Option Closing DateTime, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished deliver to the Underwriters a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer certificate of its Chairman of the CompanyBoard, in their capacity as officers of the CompanyChief Executive Officer, President, Chief Operating Officer or Vice President and Chief Accounting Officer or Chief Financial Officer, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at on and as of the Closing Date and the Time or any Option Closing DateTime, as applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date Time or the any Option Closing DateTime, as applicable; (ii) No no stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for Offering Statement or any post-effective amendment thereto, and no order under Rule 258 of Regulation A suspending the Regulation A exemption with respect to the offering or sale, or (C) suspending or preventing the use of the Time Shares, has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; (iii) the signer[s] of Sale such certificate have carefully examined the Offering Statement, the Offering Circular, the Disclosure Package, the Prospectus Form 8-A Registration Statement, any amendment or supplement to any Issuer Free Writing Prospectus, has been issuedof the foregoing, and no proceeding for this Agreement, and that purpose has been instituted or, when the Offering Statement became qualified and at all times subsequent thereto up to their knowledge, is contemplated by the Commission or any state or regulatory body; and

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters Underwriter hereunder to purchase the Securities Shares are subject to the accuracy, as of the date hereof, hereof and at the Closing Date and on each Option Closing Date (as if made on at the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company and the Selling Stockholders contained herein, the performance by the Company and the Selling Stockholders of its their respective obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission or an the Underwriter for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ Underwriter’s satisfaction. (b) The Shares and the Warrant Shares shall be qualified for listing on the The NASDAQ Capital Market. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Underwriter shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact whichthat, in such the Underwriter’s reasonable opinion, is material, or omits to state a fact whichthat, in such the Underwriter’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there shall have been furnished to the Underwriters Underwriter the opinion and negative assurance letter letters of ▇▇▇▇ ▇▇▇▇▇ Procter LLP, outside corporate counsel for the Company dated the Closing Date, Date and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the UnderwritersUnderwriter, to the effect set forth in Schedule IV. (f) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter the negative assurance letter opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, legal counsel to each of the UnderwritersSelling Stockholders, dated the Closing Date or the Option Closing Date, and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the Underwriters.Underwriter, to the effect set forth in Schedule V. (g) The Underwriters Underwriter shall have received a letter of KPMG LLP LLP, on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersUnderwriter, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the UnderwritersUnderwriter. (h) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Underwriter a certificate, dated the Closing Date and each Option Closing Date, and addressed to the UnderwritersUnderwriter, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (i) On the Closing Date, there shall have been furnished to the Underwriter a certificate, dated the Closing Date and addressed to the Underwriter, signed by each Selling Stockholder, to the effect that the representations and warranties of such Selling Stockholder in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and that such Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (j) On or before the date hereof, the Underwriter shall have received duly executed “lock-up” agreements, in a form acceptable to the Underwriter, between the Underwriter and the persons set forth on Schedule VI. (k) The Company and the Selling Stockholders shall have furnished to the Underwriter and its counsel such additional documents, certificates and evidence as the Underwriter or its counsel may have reasonably requested. If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriter by notice to the Company and the Selling Stockholders at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 6(a)(vii), Section 8 and Section 9 shall survive any such termination and remain in full force and effect.

Conditions of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Securities are subject to the accuracy, as of the date hereof, hereof and at all times through the Closing Date and on each Option Closing Date (as if made on the Closing Date or such Option Closing Date, as applicable), of and compliance in all material respects with all representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder and the following additional conditions: (a) If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatenedthreatened by the Commission; any request of the Commission or an Underwriter the Representative for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Underwriters’ satisfactionsatisfaction of the Representative. (b) The Shares and the Warrant Shares shall be qualified approved for listing on the NASDAQ Capital MarketNasdaq, subject to official notice of issuance. (c) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (d) None of the Underwriters The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure Package or Package, any Preliminary Prospectus, the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material, or omits to state a fact which, in such Underwriter’s the reasonable opinionopinion of the Representative, is material and is required to be stated therein or necessary to make the statements therein not misleading. (e) On the Closing Date, there shall have been furnished to the Underwriters Representative, for the benefit of the Underwriters, the opinion and negative assurance letter of ▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Company, each dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (f) On the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion and negative assurance letter of ▇▇▇▇▇▇ & Ham LLP, intellectual property counsel to the Company, each dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (g) On the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion and negative assurance letter of ▇▇▇▇▇▇▇▇ & Co., intellectual property counsel to Venus Concept Ltd., each dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (h) On the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion of Gornitzky & Co., Israeli counsel to Venus Concept Ltd., dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. (i) On the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, outside corporate counsel for to the Company Underwriters, dated the Closing Date, Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the UnderwritersRepresentative. (fj) On The Representative, for the Closing Date benefit of the Underwriters, shall have received letters of each of MNP LLP and Deloitte & Touche LLP, on the date hereof and on each Option the Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Underwriters, dated the Closing Date or the Option Closing Date, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received a letter of KPMG LLP on the date hereof and on the Closing Date and on each Option Closing Date, addressed to the UnderwritersRepresentative, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Underwriters. (hk) On the Closing Date and on each Option Closing Date, there shall have been furnished to the Underwriters Representative, for the benefit of the Underwriters, a certificate, dated the Closing Date and each Option Closing Date, and addressed to the Underwriters, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of the Company, to the effect that: (i) The representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date and the Option Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date or the Option Closing Date, as applicable; (ii) No stop order or other order (A) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, (B) suspending the qualification of the Securities for offering or sale, or (C) suspending or preventing the use of the Time of Sale Disclosure Package, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (l) On or before the date hereof, the Representative shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”) in the form set forth on Exhibit A hereto, by and between the Representative and each of the directors and officers of the Company and the security holders agreed upon by the Representative and the Company and listed on Schedule VI attached hereto. (m) On the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, a certificate, dated the Closing Date and addressed to the Underwriters, signed by the secretary of the Company, in his or her capacity as an officer of the Company, in form and substance reasonably satisfactory to the Representative. (n) On the date hereof and on the Closing Date, the Chief Financial Officer of the Company shall have furnished to the Representative, for the benefit of the Underwriters, a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, with respect to certain financial information contained in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. (o) The Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Representative or counsel to the Underwriters may have reasonably requested. (p) The Company shall have duly and validly executed and delivered the Warrants. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except that Section 5(a)(viii), Section 7 and Section 9 shall survive any such termination and remain in full force and effect.