Common use of Deliveries Clause in Contracts

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. At Closing each party shall execute and deliver to the other and/or the Title Company the following documents: (a) On or prior to the Closing Date, the Company Seller shall deliver or cause to be delivered to each Purchaser and/or the followingTitle Company: (i) this Agreement a special warranty deed (the "Deed") to the Property in recordable form, duly executed by Seller and acknowledged and the Companysame form as set forth in Exhibit E attached hereto, conveying to Purchaser title to the Real Property, subject only to the Permitted Exceptions; (ii) a legal opinion ▇▇▇▇ of Company Counselsale duly executed by Seller and in the same form as set forth in Exhibit F attached hereto, in form conveying to Purchaser title to all personal property owned by Seller and substance reasonably satisfactory to located at the Placement AgentReal Property, directed to the Placement Agent and the Purchasersif any; (iii) an assignment to Purchaser of the Company’s wire instructions, on Company letterhead and Leases duly executed by Seller and in the Chief Executive Officer or Chief Financial Officersame form as set forth in Exhibit G attached hereto; (iv) subject an assignment to Purchaser of the Service Contracts being assumed hereunder (to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”extent assignment is not prohibited by their terms) Shares equal to each Purchaser’s Subscription Amount divided duly executed by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered Seller and in the name of such Purchasersame form as set forth in Exhibit H attached hereto; (v) for each a general assignment to Purchaser of Prethe licenses and permits affecting the Property, the trade names "The Falls" and "The Falls Shopping Center", the Intangible Property and Seller's right with respect to the merchant's association and/or promotional funds, if any and any existing guarantees and warranties under construction contracts, if any, (all to the extent assignment is not prohibited by their terms) duly executed by Seller and in the same form as set forth in Exhibit I attached hereto; (vi) a non-Funded Warrants foreign transferor certification pursuant to Section 2.11445 of the Internal Revenue Code and any similar provisions of applicable state law, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to same form as set forth on Exhibit J attached hereto (the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein"Affidavit"); and (vivii) a certified resolution of Seller signed by all of the Preliminary Prospectus general partners of Seller certifying that Seller has the legal power, right and authority to consummate the Prospectus sale of the Property, and that HCMC is authorized to sign the Closing Documents, and a certified resolution of HCMC and an incumbency certificate authorizing the person and entity who signed this Agreement and who sign the Closing documents to sign the Closing Documents; (which may be delivered in accordance with Rule 172 under viii) All documents and instruments required by the Securities Act)Title Company to satisfy the requirements of the title commitment and issue the policy pursuant thereto to Purchaser. (bix) On or prior to Evidence of termination of the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed existing management agreement and release by such Pproperty manager from HCMC and ▇▇▇▇▇▇▇▇▇ Properties of Florida, Ltd.; (x) The originals (or if unavailable, a copy certified by Seller as true and correct) of all of the Leases and Service Contracts (which items may be delivered by Seller by leaving the same at the Property); (xi) To the extent in the possession or control of or reasonably available to Seller, the original (or, if originals are unavailable, copies) of all of the Intangible Property (which items may be delivered by Seller by leaving the same at the Property); (xii) To the extent in the possession or control of or reasonably available to Seller, all plans and specifications, keys, records and all leasing files and correspondence files relating to and located at the Property (which items may be delivered by Seller by leaving the same at the Property); (xiii) Duly transferred security deposits which are held in the form of letters of credit; (xiv) Copies of the most recent aged account receivable trial balance, rent roll and operating statements; and (xv) A release of any claim against the Property by Eastdil Realty Company, L.L.C., broker for Seller. (b) Purchaser shall deliver to Seller or the Title Company: (i) the Cash Balance, by wire transfer, as provided in Section 2.2 hereof; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price an assumption duly executed by the Purchaser of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashassignments described in Sections 4.3(a)(iii), (iv) and (v); and (iii) a certified resolution of Purchaser's partnership committee certifying that Purchaser has the legal power, right and authority to consummate the purchase of the Property and authorizing signatories to execute the Closing Documents and a certified incumbency certificate authorizing the person and entity who signed this Agreement and who sign the Closing Documents to sign such documents. (c) Seller and Purchaser shall jointly deliver to the Title Company: (i) A closing statement; (ii) All transfer declarations or similar documentation required by law; (iii) Letters to the tenants of the Property in the form of Exhibit K attached hereto (Seller shall execute separate letters for the Anchor Tenants, Outlot Tenants and United Artists and, at Purchaser's request, for any other tenant; provided that Purchaser prepares and delivers any such notice to Seller for its review and approval (which shall not be made available for DVP settlement with unreasonably withheld) not less than five (5) days prior to Closing); and (iv) Notices in substantially the form attached hereto as Exhibit L attached hereto to the other party to each Service Contract assumed by Purchaser pursuant to Section 3.2(c) of this Agreement. (d) The Title Company or its designeesshall deliver to Purchaser an initialed ▇▇▇▇-up of the Title Commitment, extending the effective date to the Closing Date, insuring Purchaser as owner of the Real Property, and removing all exceptions other than Permitted Exceptions.

Deliveries. (a) On or prior to At the Closing DateClosing, the Company each CaymanCo Shareholder shall deliver deliver, or cause to be delivered delivered, to each Purchaser the followingCompany: (i) this Agreement if required, an instrument of transfer duly executed by such CaymanCo Shareholder with respect to all of the CaymanCo Shares of such CaymanCo Shareholder in favor of the Company, substantially in the form attached hereto as Exhibit A to this Agreement; (ii) a legal opinion an extract of Company Counsel, in form and substance reasonably satisfactory the register of members of CaymanCo evidencing the transfer of the CaymanCo Shares of such CaymanCo Shareholder to the Placement AgentCompany, directed to certified by the Placement Agent and the Purchasersregistered office provider of CaymanCo; (iii) the applicable cash amount set forth on Schedule A-1 by wire transfer of immediately available funds in U.S. dollars to the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;bank account set forth in Schedule E hereto; and (iv) subject if the CaymanCo Shareholder Affiliate of such CaymanCo Shareholder is not a “Shareholder” (as defined therein) under the Shareholders Agreement prior to the penultimate sentence of Section 2.1Closing, a copy of the irrevocable instructions Joinder Agreement to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided Shareholders Agreement duly executed by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise CaymanCo Shareholder Affiliate of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)CaymanCo Shareholder. (b) On or prior to At the Closing DateClosing, each Purchaser UEC Option Holder shall deliver deliver, or cause to be delivered delivered, to the Company a copy of the followingJoinder Agreement to the Shareholders Agreement duly executed by the UEC Option Holder Affiliate of such UEC Option Holder, if the UEC Option Holder Affiliate of such UEC Option Holder is not a “Shareholder” (as defined therein) under the Shareholders Agreement prior to the Closing. (c) At the Closing, the Company shall deliver to each Purchaser that is a CaymanCo Shareholder Affiliate or UEC Option Holder Affiliate a copy of an extract of the relevant portion of the updated register of members reflecting the issuance to such Purchaser of its Subscription Shares set forth on Schedule A-1 and Schedule A-2. (d) As soon as reasonably practicable after the Closing, the Company will: (i) this Agreement duly executed provide a copy of an extract of the relevant portion of the updated register of members reflecting such issuance of the Subscription Shares, certified by such P▇▇▇▇▇▇▇▇the registered office provider of the Company; and (ii) if requested by such PurchaserCaymanCo Shareholder or UEC Option Holder Affiliate, deliver to such CaymanCo Shareholder or UEC Option Holder Affiliate the original share certificate issued in its name representing its Subscription Shares. (e) At such time at or after the Closing as determined by the Company (but no later than one (1) month after the Closing unless otherwise agreed by the Company and the relevant UEC Option Holder), the Company shall grant each UEC Option Holder that number of Company Options set forth opposite such UEC Option Holder’s Subscription Amount (minusname on Schedule A-2, if applicable, a Purchasers aggregate exercise price subject to compliance with the terms of the Pre-Funded Warrants2017 Share Option Plan of the Company. In connection with such grant of Company Options, which amounts each UEC Option Holder agrees that he shall be paid as execute and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with deliver to the Company or its designeesa copy of an option award agreement in such form as required under the 2017 Share Option Plan with respect to the applicable number of Company Options set forth opposite such UEC Option Holder’s name on Schedule A-2.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate sentence provision of Section 2.12.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an exercise price equal to $0.00001Price, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [ ]% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viii) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory acceptable to the Placement AgentAgent and Purchasers; (iii) a legal opinion of Company Nevada Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iiiiv) the Company shall have provided each Purchaser through the Placement Agent with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantWarrants, if applicable), registered in the name of such Purchaser; (vvi) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001 per share of Common Stock, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, Counsel directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent; (iii) a certificate of the Chief Financial Officer of the Company regarding certain financial information included in the Registration Statement and Prospectus. (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (vvi) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001Price, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of such Purchaser’s Shares plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to $_____, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) to the Purchasers via Placement Agent, this Agreement duly executed by the CompanyCompany (to be delivered on the date hereof); (ii) to the Placement Agent and the Purchasers via Placement Agent, a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) to the Purchasers via Placement Agent, subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) to the Purchasers via Placement Agent, subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver to the Purchasers via Placement Agent, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser to the Placement Agent, a lock-up agreement executed by Motorsport Network, LLC, a Florida limited liability company (“Parent”), with respect to the securities issued to Parent in one or a series of Pre-Funded Warrants transactions pursuant to Section 2.1which Parent exchanges the indebtedness of the Company to Parent into securities of the Company (each, a signed Pre-Funded Warrant registered in “Debt to Equity Exchange”) for a period from the name of such Purchaser to purchase up to a number of shares of Common Stock equal to date hereof until thirty (30) days after the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment thereinClosing Date; and (vi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) to the Company via Placement Agent, this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser (to be delivered on the date hereof); and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory directed to the Placement AgentAgent and the Purchasers, directed in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) unless settlement at Closing will occur via DVP pursuant to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to 150% of the portion sum of such Purchaser’s Subscription Amount applicable to Pre-Funded Shares and Prefunded Warrant Shares underlying such Purchaser’s Prefunded Warrants divided by on the Per Share Purchase Price minus $0.00001date hereof, with an exercise price equal to $0.00001[__], subject to adjustment therein; (vi) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the Purchaser’s Prefunded Unit Subscription Amount divided by the Per Prefunded Unit Purchase Price, with an exercise price equal to $0.01, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Pricing Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion opinions of Company Cayman and BVI Counsel, in form Company Hong Kong Counsel, Company PRC Counsel and substance reasonably satisfactory to the Placement AgentCompany U.S. Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price Price, registered in the name of such Purchaser (minus the number of shares of Common Stock Ordinary Shares issuable upon exercise of such Purchaser’s Pre-Funded WarrantWarrants, if applicable), ; (v) an Ordinary Share Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to [___]% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $[___] per Ordinary Share, subject to adjustment therein; (vvi) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001 per Ordinary Share, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On It shall be a condition to Contributor’s obligations to consummate the Transactions that, on or prior to the Closing Date, the Company shall deliver Issuer delivers or cause causes to be delivered to each Purchaser Contributor the following: (i) this Agreement i. the Written Consent, duly executed by the Companyrequisite holders of Issuer Voting Stock, or, if the Written Consent has not been obtained by the Consent Deadline, evidence reasonably satisfactory to Contributor of receipt of the Stockholder Approval prior to the Meeting Approval Deadline; (ii) . evidence of the due and proper mailing of the Information Statement in accordance with applicable Law, or, if the Written Consent has not been obtained by the Consent Deadline, evidence of the due and proper mailing of the Proxy Statement in accordance with applicable Law; iii. the Investor Rights Agreement, duly executed by Issuer; iv. a legal opinion of Company Counsel▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, directed to Contributor, in form and substance reasonably satisfactory acceptable to the Placement AgentContributor; v. a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, directed to Contributor, in form and substance reasonably acceptable to Contributor; vi. a copy of the Placement Agent resolutions of the Issuer Board, duly authorizing and approving entry into this Agreement by Issuer and the PurchasersTransactions contemplated hereby and under the Transaction Documents; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, vii. a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided basis, evidence of the issuance of 138,216,820 shares of Issuer Common Stock as held in DRS book-entry form by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), Transfer Agent and registered in the name of such PurchaserContributor; (v) for viii. the resignation, effective as of the Closing, of the individuals set forth on Schedule 2.2(a)(viii), on a form reasonably acceptable to APLD Intermediate; ix. evidence that the Listing Application has been approved by Nasdaq; x. evidence of concurrent closing of the PIPE Investment and duly executed copies of all definitive agreements executed in connection therewith, each Purchaser in form and substance reasonably acceptable to APLD Intermediate; xi. a certificate, executed on behalf of Pre-Funded Warrants pursuant to Section 2.1Issuer by its secretary, a signed Pre-Funded Warrant registered in dated as of the name Closing Date, certifying the resolutions adopted by the Issuer Board approving the Contribution and other Transactions contemplated by this Agreement, certifying the current versions of such Purchaser to purchase up to a number the Organizational Documents, including that the Restated Issuer Articles and the Restated Issuer Bylaws have been validly adopted as of shares of Common Stock equal the Closing and have not been amended or modified, and certifying as to the portion signatures and authority of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided Persons signing this Agreement, the Transaction Documents and related documents on behalf of Issuer; xii. the Services Agreement, duly executed by Issuer; xiii. a copy of the Restated Issuer Articles, duly approved by the Per Share Purchase Price minus $0.00001Issuer Board and its stockholders and filed with the Secretary of State of the State of Nevada; xiv. a copy of the Restated Issuer Bylaws, with an exercise price equal duly adopted by the Issuer Board prior to $0.00001the Closing; xv. a copy of 2026 Plan, subject to adjustment thereinduly approved by the Issuer Board and its stockholders; and xvi. evidence reasonably satisfactory to APLD Intermediate that Issuer has taken all actions necessary (viincluding obtaining any required approvals of the Issuer Board or the compensation committee thereof) to suspend the Preliminary Prospectus 2014 Plan as of the Closing, such that from and after the Prospectus Closing no further Awards (which as defined in the 2014 Plan) may be delivered granted thereunder; provided that, all Awards outstanding thereunder as of Closing shall continue in full force and effect in accordance with Rule 172 under the Securities Act)terms thereof; xvii. evidence reasonably satisfactory to APLD Intermediate that Issuer has taken all actions necessary (including obtaining any required approvals of the Issuer Board or the compensation committee thereof) to terminate the Company ESPP as of the Closing; and xviii. all such other documents as Contributor may reasonably request. (b) On It shall be a condition to Issuer’s obligations to consummate the Transactions that, on or prior to the Closing Date, each Purchaser shall deliver Contributor delivers or cause causes to be delivered to the Company Issuer, the following: (i) this Agreement i. the Investor Rights Agreement, duly executed by such PContributor; ii. the Services Agreement, duly executed by Applied Parent, iii. a copy of the resolutions of the Cloud Board, duly authorizing entry into this Agreement by ▇▇▇▇▇▇▇▇▇ and the Transactions contemplated hereby and under the Transaction Documents; iv. a copy of resolutions of the board of Contributor, as sole stockholder of Cloud, duly authorizing entry into this Agreement by Cloud and the Transactions contemplated hereby and under the Transaction Documents; v. an IRS Form W-9 duly executed by Contributor or its regarded owner; vi. a stock power, in the form and substance attached hereto as Exhibit B, evidencing the transfer of the Contributed Shares; and (ii) such Purchaser’s Subscription Amount (minusvii. evidence, if applicablereasonably satisfactory to Issuer, a Purchasers aggregate exercise price of that the Cloud Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesClosing Restructuring has been completed.

Deliveries. (a) On or prior to the Closing DateCarbonics shall deliver, the Company shall deliver or cause to be delivered delivered, the following items prior to each Purchaser the following“Closing:” (i) this Agreement duly executed Evidence, satisfactory to New Earthshell, that all amounts owed (including all principal and accrued interest) under the unsecured convertible debentures held by the Company;RAKJ Holdings, Inc. have been paid in full. (ii) Letter agreement from Minority Interest Fund (II), LLC (“MIF”) confirming that they will convert the outstanding principal and accrued interest under the MIF Debentures into 500,000,000 shares of Carbonics common stock, in satisfaction in full of all the MIF Debentures. (iii) Opinion letter from Carbonics’ attorney concluding that (i) shareholder approval is not required in connection with the acquisition of the Westport LLC Interest by Buyer and the related transactions contemplated by this Agreement, and (i) that Carbonics is not, and since January 1, 2009 Carbonics has never been, an issuer described in paragraph (i)(1)(i) (a legal opinion shell company) of Company CounselRule 144 of the Securities Act. (iv) Agreement reversing the purported Series D Preferred shares pursuant to those certain settlement agreements with two former shareholders of Sustainable Systems, Inc., in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser;New Earthshell. (v) for each Purchaser Letter agreement from MIF, in form and substance satisfactory to Seller, agreeing that it will (a) assume all payment obligations with respect to the default judgment entered against Carbonics in favor of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered Golden State Equity Investors (“GSEI”) in the name amount of such Purchaser to purchase up to a number of shares of Common Stock equal $62,500.00 (“GSEI Judgment”); (b) obtain GSEI’s written agreement (i) to the portion assumption of such Purchaser’s Subscription Amount applicable the GSEI Judgment obligations by MIF; (ii) that GSEI will look solely to Pre-Funded Warrants divided by MIF with the Per Share Purchase Price minus $0.00001, respect to enforcement of the GSEI Judgment and (iii) that GSEI will release Carbonics from any liability in connection with an exercise price equal to $0.00001, subject to adjustment thereinthe GSEI Judgment; andand (c) indemnify and hold harmless Carbonics and Westport from liability of any kind in connection with the GSEI Judgment. (vi) Carbonics shall provide an opinion letter from its attorney confirming that the Preliminary Prospectus assignment of certain debentures issued by GS AgriFuels Corporation to Carbonics was not effective and the Prospectus (which may that such GS AgriFuels Debentures cannot be delivered in accordance with Rule 172 under the Securities Act)enforced against Carbonics. (bvii) On or Certification in form and substance satisfactory to New Earthshell confirming that the Carbonics Entities are not subject to any consulting agreements and that all such prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:agreements have expired and are of no further force and effect. (iviii) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of Such other pre-closing deliveries as the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesparties may agree upon.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchaserseach Purchaser; (iii) a legal opinion of IP Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to ___% of such Purchaser’s Shares and/or Pre-Funded Warrant Shares (as applicable), with an exercise price equal to $_____, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Pre-Funded Warrants divided by the Per Share Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001, subject to adjustment therein; (viii) the duly executed Warrant Agency Agreement; (ix) on the date hereof, the duly executed Lock-Up Agreements; and (vix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided the Purchasers through the Placement Agent with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to such Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001, subject to adjustment thereintherein (such Warrant certificate will be delivered within three (3) Trading Days of the Closing Date); (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of such Purchaser’s Shares, with an exercise price equal to $3.00, subject to adjustment therein (such Warrant certificate will be delivered within three (3) Trading Days of the Closing Date); and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, Counsel in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchaserseach Purchaser; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis basis, via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ), Shares equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Unit Subscription Amount divided by the Per Share Pre-Funded Unit Purchase Price minus $0.00001, with an plus the exercise price equal to $0.00001, subject to adjustment therein; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of the sum of the Units, with an exercise price equal to $[-] and which shall be exercisable immediately and have a term of exercise equal to five (5) years, subject to adjustment therein; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) the Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s the Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for via DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of each of (i) Company Counsel (including, without limitation, a negative assurance letter),(ii) Cayman Counsel and (iii) Malaysian Counsel, each in a form reasonably satisfactory to the Placement Agent; (iii) a cold comfort letter from each of WWC P.C. and SFAI MALAYSIA PLT addressed to the Purchasers and the Placement Agent in form and substance reasonably satisfactory in all material respects to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, duly executed Lock-Up Agreements. (v) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Ordinary Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001 per Ordinary Share, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers such Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory directed to the Placement AgentAgent and the Purchasers, directed in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) a copy of the Companyirrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) the Company shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vi) a Common Stock Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrants on the date hereof, with an exercise price equal to $2.41, subject to adjustment therein; (vii) the Lock-Up Agreements; (viii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viix) the Preliminary Prospectus and Registration Rights Agreement duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; (ii) the Registration Rights Agreement duly executed by such Purchaser; and (iiiii) to the Escrow Agent, such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with if applicable) by wire transfer to the Company or its designeesaccount specified in writing by the Escrow Agent.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) basis, a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of difference between (A) such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus applicable to Pre-Funded Warrants and (B) the number of Shares otherwise issuable to such Purchaser that would cause such Purchaser’s Beneficial Ownership to be more than the Beneficial Ownership Limitation with an exercise price equal to $0.000010.01 per share of Common Stock, subject to adjustment therein; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $0.000011.75, subject to adjustment therein; and; (vi) the Preliminary Prospectus and Company shall have provided each Purchaser with the Prospectus Escrow Agent’s wire instructions; and (which may be delivered in accordance with Rule 172 under vii) the Securities Act)Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price by wire transfer to the account of the Pre-Funded Warrants, which amounts shall be paid as and when Escrow Agent specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit D attached hereto; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, as to a Purchaser purchasing Shares hereunder, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant Purchaser, as applicable, who has elected to Section 2.1purchase the Preferred Stock, a signed Pre-Funded certificate evidencing a number of shares of Preferred Stock equal to, in aggregate, such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.70, subject to adjustment thereintherein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price by wire transfer to the account specified in the Escrow Agreement or as otherwise directed by the Placement Agent for delivery to the account of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) subject to the fourth sentence of Section 2.1, the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate fourth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantWarrants, if applicable), registered in the name of such Purchaser; (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to the Per Share Purchase Price, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Series A-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and, if applicable, the Warrant Shares underlying such Purchaser’s Pre-Funded Warrants on the date hereof, with an exercise price equal to $___, subject to adjustment therein; (vi) a Series A-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and, if applicable, the Warrant Shares underlying such Purchaser’s Pre-Funded Warrants on the date hereof, with an exercise price equal to $___, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.01, with an exercise price equal to $0.000010.01, subject to adjustment therein; (viii) on the date hereof, the duly executed Lock-Up Agreements; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, Counsel in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantPrefunded Warrants, if applicable), ; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares, with an exercise price equal to $_____, subject to adjustment therein; (vvi) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) basis, a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Warrants, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, applicable to Pre-funded Warrants with an exercise price equal to $0.000010.0001 per share of Common Stock, subject to adjustment therein; and; (v) the Company shall have provided each Purchaser with the Company’s wire instructions; (vi) the Preliminary Prospectus Registration Rights Agreement duly executed by the Company; (vii) the Lock-Up Agreements; and (viii) a certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying to the matters set forth in Section 2.3(b)(i), Section 2.3(b)(ii) and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities ActSection 2.3(b)(iv). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (minus, if applicable, a Purchasers aggregate exercise price of iii) the Pre-Funded Warrants, which amounts shall be paid as and when Registration Rights Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to Simultaneously with the Closing Dateexecution of this Agreement, Motient and BCE shall execute and deliver the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Registration Rights Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; form attached as Exhibit A hereto (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act“Registration Rights Agreement”). (b) On or prior to At the Closing DateClosing, each Purchaser BCE shall deliver or cause to be delivered to Motient and/or Sub the Company following (collectively, the following:“BCE Closing Deliveries”): (i) this Agreement certificates registered in the name of TMI Communications Delaware, Limited Partnership, a Delaware limited partnership in which BCE is currently the general partner (“TMI Delaware”), representing the TerreStar Networks Shares or an affidavit of lost certificate with respect to any lost, missing or destroyed certificate in form reasonably satisfactory to Motient (it being acknowledged that Motient’s counsel in Bermuda already holds certificates representing the TerreStar Bermuda Shares so that there will be no further BCE requirement to deliver those certificates); (ii) duly executed by stock powers evidencing the transfer of the TerreStar Shares from TMI Delaware to BCE (in some cases through one or more subsidiaries of BCE) and from BCE to Sub, in such P▇▇▇▇▇▇▇▇form reasonably satisfactory to Motient as shall be effective to vest in Motient good and valid title to the TerreStar Shares, free and clear of any Lien (as defined below) other than Securities Law Encumbrances (as defined below) or pursuant to the TerreStar Documents (as defined below); and (iii) a certificate of compliance for BCE from Corporations Canada. (c) At the Closing, Motient and/or Sub shall deliver to BCE the following (collectively, the “Motient Closing Deliveries”): (i) a certificate registered in BCE’s name representing the Motient Shares and, if the Closing is a Late Closing, a certificate registered in BCE’s name representing the SkyTerra Shares; (ii) such Purchaser’s Subscription Amount an effective registration statement (minus, if applicable, a Purchasers aggregate exercise price the “Registration Statement”) registering the resale by BCE of the PreMotient Shares; (iii) certified resolutions of Motient’s and Sub’s Boards of Directors approving this Agreement and the transactions contemplated hereby; (iv) a certificate of good standing for Motient and Sub from the Secretary of State of the State of Delaware; and (v) a certificate complying with Treasury Regulation Section 1.897-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants 2(g)(1)(ii) that states that interests in TerreStar are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesnot “United States real property interests.”

Deliveries. (a) On At or prior to the Closing DateInitial Closing, the Company shall will deliver or cause to be delivered to each Purchaser (the following:“Company Deliverables”): (i) this Agreement Agreement, duly executed by the Company; (ii) if such Purchaser is purchasing Shares and Warrants in the Initial Closing, certificate(s) or book-entry shares (as requested by such Purchaser) evidencing a legal opinion number of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount Aggregate Purchase Price for the Initial Closing divided by the Per Share Purchase Price (minus rounded down to the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicablenearest whole share), registered in the name of such Purchaser’s name. The Company shall deliver, or cause to be delivered, a book-entry statement evidencing such Shares as promptly as practicable and in any event no later than one Trading Day after the Initial Closing. Such Shares shall be delivered via a book-entry record through the Company’s transfer agent or, if requested by a Purchaser, in certificated form. Unless the Company and a Purchaser otherwise mutually agree with respect to such Purchaser’s Shares, at the Initial Closing settlement shall occur on a “delivery versus payment” basis; (viii) the Registration Rights Agreement, duly executed by the Company; (iv) if such Purchaser is purchasing Shares and Warrants in the Initial Closing, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.12.1(a), a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount Aggregate Purchase Price for the Initial Closing applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (v) a Tranche A Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to half of such Purchaser’s Shares and Pre-Funded Warrants (if applicable) purchased at the Initial Closing, with an exercise price equal to $5.36 per share, subject to adjustments as set forth therein; (vi) if such Purchaser is purchasing Shares and Warrants in the Initial Closing, a Tranche B Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to half of such Purchaser’s Shares and Pre-Funded Warrants (if applicable) purchased at the Initial Closing, with an exercise price equal to $7.15 per share, subject to adjustments as set forth therein; (vii) if such Purchaser is purchasing Shares and Warrants in the Initial Closing, duly executed Irrevocable Transfer Agent Instructions (as defined below) as set forth in Section 4.10 hereto instructing the Company’s transfer agent to deliver a book-entry statement evidencing the number of shares of Common Stock equal to such Purchaser’s Shares purchased at the Initial Closing; and (viviii) the Preliminary Prospectus Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Prospectus Secretary and General Counsel of the Company. (which may be delivered ix) a certificate evidencing the good standing of the Company in accordance with Rule 172 under Delaware issued by the Securities Act)Secretary of State of Delaware, as of a date within five business days of the Initial Closing Date. (b) On At or prior to the Second Closing, the Company will deliver or cause to be delivered to each Purchaser purchasing Shares and Warrants on the Second Closing DateDate (the “Company Second Closing Deliverables”): (i) certificate(s) or book-entry shares (as requested by such Purchaser) evidencing a number of Shares equal to such Purchaser’s Aggregate Purchase Price for the Second Closing divided by the Per Share Purchase Price (rounded down to the nearest whole share), registered in such Purchaser’s name. The Company shall deliver, or cause to be delivered, a book-entry statement evidencing such Shares as promptly as practicable and in any event no later than one Trading Day after the Closing. Such Shares shall be delivered via a book-entry record through the Company’s transfer agent or, if requested by a Purchaser, in certificated form. Unless the Company and a Purchaser otherwise mutually agree with respect to such Purchaser’s Shares, at the Second Closing settlement shall occur on a “delivery versus payment” basis; (ii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1(a), a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Aggregate Purchase Price for the Second Closing applicable to Pre-Funded Warrants divided by the Per Share Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (iii) a Tranche A Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to half of such Purchaser’s Shares and Pre-Funded Warrants (if applicable) purchased at the Second Closing, with an exercise price equal to $5.36 per share, subject to adjustments as set forth therein; (iv) a Tranche B Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to half of such Purchaser’s Shares and Pre-Funded Warrants (if applicable) purchased at the Second Closing, with an exercise price equal to $7.15 per share, subject to adjustments as set forth therein; and (v) duly executed Irrevocable Transfer Agent Instructions (as defined below) as set forth in Section 4.10 hereto instructing the Company’s transfer agent to deliver a book-entry statement evidencing the number of shares of Common Stock equal to such Purchaser’s Shares purchased at the Second Closing. (c) At or prior to the Initial Closing, each Purchaser shall will deliver or cause to be delivered to the Company (the following:“Purchaser Deliverables”): (i) this Agreement Agreement, duly executed by such PPurchaser; (ii) the Registration Rights Agreement, duly executed by such ▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount its Aggregate Purchase Price for the Initial Closing in accordance with Section 2.1. (minusd) At or prior to the Second Closing, if applicable, a Purchasers aggregate exercise price of each Purchaser purchasing Shares and Warrants in the Pre-Funded Warrants, which amounts shall Second Closing will deliver or cause to be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with delivered to the Company or (the “Purchaser Second Closing Deliverable”) its designeesAggregate Purchase Price for the Second Closing in accordance with Section 2.1.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the PurchasersCompany’s wire instructions as set forth on Annex A hereto; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of in Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such PurchaserPurchaser (which may include being held of record by The Depository Trust Company or its nominee); (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an plus the exercise price equal to $0.000010.005 per Pre-Funded Warrant Share underlying such Pre-Funded Warrants, subject to adjustment therein; and; (v) a Warrant registered in the name of such Purchaser (which may include being held of record by The Depository Trust Company or its nominee) to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Warrants as set forth on such Purchaser’s signature page hereto (which number shall be equal to 100 % of such Purchaser’s Shares, subject to adjustment therein); (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (b) On or prior to the execution of this Agreement, each Purchaser shall deliver or cause to be delivered to the Placement Agent a completed client suitability form and completed anti-money laundering information form, substantially in the forms attached as Annex B and Annex C hereto, respectively. Each Purchaser shall use its commercially reasonable best efforts to ensure such forms are completed in a manner that is satisfactory to the Placement Agent on or prior to the Closing Date. (bc) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be paid by wire transfer of immediately available funds to the Company pursuant to the wire instructions set forth on Annex A hereto (or which Subscription Amount shall otherwise be paid or made available if so directed by the Placement Agent, including for DVP settlement with the Company or its designees).

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent, as applicable, the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to Registration Rights agreement duly executed by the Placement Agent and the PurchasersCompany; (iii) the Escrow Agreement duly executed by the Company; (iv) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions Irrevocable Instructions to the Transfer Agent instructing the Transfer Agent to (i) deliver on an expedited basis via The Depository Trust Company Deposit a certificate, extract register of members, or Withdrawal at Custodian system (“DWAC”) book entry statement evidencing the number of Series B Preferred Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price and (minus the ii) reserve a sufficient number of shares Ordinary Shares for issuance upon the full conversion of Common Stock issuable upon exercise all of such Purchaser’s Pre-Funded Warrant, if applicablethe Series B Preferred Shares (the “Irrevocable Instructions”), registered in the name of such Purchaser; (vvi) for each Purchaser a legal opinion of Pre-Funded Company Counsel, dated as of the Closing Date, addressed to the Purchasers and the Placement Agent, in form and substance reasonably acceptable to the Placement Agent and its counsel, covering such matters as are customary in transactions of this nature; (vii) a legal opinion of Cayman Islands Counsel, dated as of the Closing Date, addressed to the Purchasers and the Placement Agent, in form and substance reasonably acceptable to the Placement agent and its counsel, covering such matters as are customary in transactions of this nature; (viii) to the Placement Agent, Class A Ordinary Share Purchase Warrants to purchase six percent (6%) of the aggregate number of Ordinary Shares issuable upon full upon full conversion of the Series B Preferred Shares issued pursuant to Section 2.1this Agreement; (ix) a duly executed and delivered Certificate of the Secretary of the Company, in customary form reasonably satisfactory to the Purchasers, the Placement Agent and any of their counsel; (x) a signed Preduly executed and delivered Certificate of an officer of the Company in customary form reasonably satisfactory to the Purchasers, the Placement Agent and any of their counsel; (xi) a duly executed and delivered Certificate of the Chief Financial Officer of the Company, in customary form reasonably satisfactory to the Purchasers, the Placement Agent and any of their counsel; (xii) a Certificate of Good Standing of the Company issued by the Registrar of Companies of the Cayman Islands, dated as of a recent date prior to the Closing Date; (xiii) Lock-Funded Warrant registered up Agreements each with a duration of 180 days entered into by the Company’s (a) officers and (b) directors, substantially in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment thereinform attached hereto as Exhibit B; and (vixiv) evidence, in form and substance acceptable to the Placement Agent and its counsel, of (a) the Preliminary Prospectus Shareholder Approval obtained by the Company; and (b) the Prospectus (which may be delivered in accordance filing with Rule 172 under the Securities Act)Registrar of Companies of the Cayman Islands of the Company’s New Memorandum and Articles. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PPurchaser; (ii) the Registration Rights Agreement duly executed by such ▇▇▇▇▇▇▇▇▇; and (iiiii) to the Escrow Agent, such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesAmount.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver have delivered or cause caused to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company CounselCounsel (including, in form and substance reasonably satisfactory to the Placement Agentwithout limitation, a negative assurance letter), directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) a legal opinion of Intellectual Property Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from ▇▇▇▇▇▇, ▇▇▇▇ & Associates, LLC, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ + Co. LLP (as applicable); (v) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvi) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Common Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001, 0.01 subject to adjustment therein; (viii) on the date hereof, the duly executed Lock-Up Agreements; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (vi) Lock-Up Agreements, in form and substance reasonably acceptable to the Placements Agents and the Purchasers, executed by each executive officer and director; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee. (c) At the time this Agreement is executed, the Placement Agent shall have received: (i) from the Auditor a cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, or any Issuer Free Writing Prospectus, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent, dated as of the date of this Agreement; and (ii) from the Chief Financial Officer of the Company, a certificate certifying as to certain financial matters set forth therein and in form and substance satisfactory in all respects to the Placement Agent, dated as of the date of this Agreement. (d) On the Closing Date, the Placement Agent shall have received: (i) from the Auditor a letter, dated as of the Closing Date, to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to Section 2.2(c)(i)); and (ii) from the Chief Financial Officer of the Company, a certificate, dated as of the Closing Date, to the effect that the Chief Financial Officer of the Company reaffirms the statements made in the certificate furnished pursuant to Section 2.2(c)(ii).

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion opinions of US Company Counsel and of Israeli Company Counsel, in form and substance the forms reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares ADSs equal to each such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001, subject to adjustment therein; (viii) an Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares on the date hereof, with an exercise price equal to $____ per ADS, subject to adjustment therein; (ix) on the date hereof, the duly executed Lock-Up Agreements; and (vix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) with respect to each Purchaser that is in the State of Israel, written confirmation of such Purchaser that as of the date of any offer of Securities, and as of the Closing Date, such Purchaser is an investor of the type enumerated in the First Addendum to the Securities Law (a “Qualified Israeli Investor”), is fully aware of the implications of being a Qualified Israeli Investor investing in the Securities and consents to such implications, in form and substance reasonably satisfactory in all respects to the Company; (iii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of in Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an plus the exercise price equal to $0.00001per Warrant Share underlying such Pre-Funded Warrants, subject to adjustment therein; and; (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vii) an originally signed Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares or Pre-Funded Warrants, as applicable, with an exercise price equal to $[___] per share, subject to adjustment therein; (viii) the duly executed Lock-Up Agreements; (ix) a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the date of the Closing Date, in form and substance reasonably acceptable to the Purchasers and Placement Agent; and (x) a certificate executed by the Secretary of the Company, dated as of the Closing Date, in form and substance reasonable acceptable to the Purchasers and Placement Agent. (b) At the time this Agreement is executed, the Placement Agent shall have received from WithumSmith+Brown, PC a cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus and any issuer free writing prospectus, as defined in Rule 433 under the Securities Act, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent, dated as of the date of this Agreement. (c) On or prior to the Closing Date, the Placement Agent shall have received from WithumSmith+B▇▇▇▇, PC a bringdown comfort letter containing statements and information of the type customarily included in accountants’ comfort letters, (i) reaffirming the statements made in the letter furnished by them pursuant to ‎Section 2.2(b), except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date; and (ii) covering certain financial information contained in the Prospectus, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent, dated as of the Closing Date. (d) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantPrefunded Warrants, if applicable), ; (v) a Series C Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares issuable on the date hereof, with an exercise price equal to $[____], subject to adjustment therein; (vvi) a Series D Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares issuable on the date hereof, with an exercise price equal to $[____], subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (viii) on the date hereof, the duly executed Lock-Up Agreements; and (viix) the Preliminary Pricing Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, in a form reasonably acceptable to the Placement Agent, which the Purchasers can also rely upon; (iii) a legal opinion of Intellectual Property Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory to the Placement Agentin all material respects from ▇▇▇▇▇▇, directed to ▇▇▇▇ & Associates, LLC; (v) the Placement Agent and shall have provided each Purchaser with the PurchasersEscrow Agent’s wire instructions; (iiivi) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock Shares issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (vvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.01, with an exercise price equal to $0.000010.01, subject to adjustment therein; and; (viviii) on the date hereof, the duly executed Lock-Up Agreements; (ix) for each Purchaser of Shares and/or Pre-Funded Warrants, one Series A Warrant and one Series B Warrant for each Share and/or Pre-Funded Warrant purchased registered in the name of such Purchaser; (x) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).; and (b) On or prior to the Closing Date, each Purchaser shall deliver deliver, or cause to be delivered delivered, to the Company or the following: (i) Placement Agent this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) and to the Escrow Agent such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) subject to the eighth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate eighth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Company’s Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantWarrants, if applicable), registered in the name of such Purchaser; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to [___]% of the sum of such Purchaser’s Shares and Pre-Funded Warrants, if applicable, with an exercise price equal to $[_____], subject to adjustment therein, via The Depository Trust Company Deposit or Withdrawal at Custodian system; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and; (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); and (viii) on the date hereof, the duly executed Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to Registration Rights Agreement duly executed by the Placement Agent and the PurchasersCompany; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate final sentence of Section 2.12.1(c), a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001plus the exercise price per Warrant Share underlying such Pre-Funded Warrants, subject to adjustment as set forth therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of (A) such Purchaser’s Shares, plus (B) the number of Pre-Funded Warrant Shares subject to such Purchaser’s Pre-Funded Warrants, if any, with an exercise price equal to $0.000010.0001 per share, subject to adjustment as set forth therein; (vii) the duly executed Lock-Up Agreement; (viii) a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the date of the Closing Date, in form and substance reasonably acceptable to the Purchasers; (ix) a certificate executed by the Secretary of the Company, dated as of the date of Closing, in form and substance reasonable acceptable to the Purchasers; and (vix) a legal opinion of Company Counsel, in form reasonably acceptable to the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (viii) for each Purchaser of duly executed Pre-Funded Warrants, if any, and Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant issued and registered in the name of such Purchaser Purchaser, as applicable to purchase up to such Purchaser; (iv) a number legal opinion of shares of Common Stock equal Company Counsel, in a form reasonably acceptable to the portion Placement Agent; (v) a good standing certificate or its equivalent of the Company and each of its active Subsidiaries in each such Purchaserentity’s Subscription Amount applicable to Pre-Funded Warrants divided jurisdiction of incorporation or formation issued by the Per Share Purchase Price minus $0.00001relevant competent state or local government authority or registrar of companies or entities as applicable, with an exercise price equal dated as of a date within ten (10) days of the Closing Date; (vi) a certificate executed by the Chief Executive Officer of the Company, in form and substance reasonably satisfactory to $0.00001the Placement Agent; (vii) a certificate executed by the Secretary of the Company, subject in form and substance reasonably satisfactory to adjustment thereinthe Placement Agent; (viii) Lock-up Agreements, in form and substance reasonably acceptable to the Placement Agent, executed by the Company and each officer, director and greater than five percent (5%) shareholders of the Company; (ix) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share applicable Class Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)or Class B Unit Purchase Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Class B Units, a signed Pre-Funded certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser, which certificates may be delivered to each Purchaser within three (3) Business Day of the Closing, and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vi) a Warrant registered in the name of each such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the portion number of Shares and the Conversion Share underlying the Preferred Stock initially issuable on the Closing Date, if any, purchased by such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, Purchaser with an exercise price equal to $0.00001$ , subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) basis, evidence of the issuance of a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus as held in DRS book-entry form by the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), Transfer Agent and registered in the name of such Purchaser; (viv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 500% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of such Purchaser’s Pre-Funded Warrants, with an exercise price equal to $____, subject to adjustment therein; and; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) the Lock-Up Agreements and; (viii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto, addressed to the Purchasers and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for to each Purchaser of Pre-Funded Warrants pursuant to Section 2.1purchasing Prefunded Units, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock as set forth in the Prefunded Warrant, with an exercise price equal to $0.0001; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Pre-Funded Shares plus the Prefunded Warrant Shares underlying such Purchaser’s Prefunded Warrants divided by on the Per Share Purchase Price minus $0.00001date hereof, with an exercise price equal to $0.00001____, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company CounselCounsel and Australian Company Counsel to the Company, in form and substance forms reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of in Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares ADSs equal to each such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Warrant ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the Per Share Prefunded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Shares purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees; and (iii) such Purchaser’s Subscription Amount, with respect to the Pre-Funded Warrants purchased by such Purchaser, if any, by wire transfer to the account specified by the Company in Section 2.2(a)(iii) above, or as otherwise agreed by the Company and the Placement Agent.

Deliveries. (a) On or prior to the Closing Date, the The Company shall deliver or cause to be delivered to each Purchaser Underwriter (if applicable) the following: (ia) this Agreement duly executed by At the Company; (ii) a legal opinion of Company CounselClosing Date, in form and substance reasonably satisfactory the Closing Shares and, as to each Option Closing Date, if any, the Placement Agentapplicable Option Shares, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (“DWAC”b) Shares equal At the Closing Date, the Closing Warrants and, as to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantOption Closing Date, if applicable)any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters in certificated form registered in the name of or names and in such Purchaserauthorized denominations as the applicable Underwriter may request in writing at least one (1) Business Day prior to the Closing Date and, if any, each Option Closing Date; (vi) for each Purchaser of Pre-Funded Warrants pursuant At the Closing Date to Section 2.1the Representative only, a signed Pre-Funded Warrant registered in (the name of such Purchaser “Representative Warrant”) to purchase up to a number of shares of Common Stock equal to 5% of the portion sum of such Purchaser’s Subscription Amount applicable to Pre-Funded the aggregate Closing Shares and aggregate number of shares of Common Stock underlying the Closing Warrants divided by issued on the Per Share Purchase Price minus $0.00001Closing Date, with for the account of the Representative (or its designees), which Warrant shall have an exercise price equal to of $0.00001____[2], subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Closing Warrants, and (ii) at any and all Option Closing Dates to the Representative only, a Representative to purchase up to a number of shares of Common Stock equal to 5% of the sum of the aggregate Option Closing Shares and aggregate number of shares of Common Stock underlying the Option Closing Warrants issued on such Option Closing Date, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $____[3], subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Option Closing Warrants. The Representative Warrants shall be exercisable at 110% of the public offering price in the Offering. The Representative Warrants and the underlying Common Stock shall be subject to a lock-up restriction pursuant to the rules of FINRA and in particular FINRA Rule 5110(g)(1), for a period of 180 days immediately following the Effective Date, and expire five (5) years from the Effective Date. The Representative Warrants shall include a "net issuance" or "cashless" exercise feature; (d) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; ______________________________________ [2] 110% of the Public Warrant Exercise Price [3] 110% of the Public Warrant Exercise Price (e) Contemporaneously herewith and at the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative and the favorable opinion of intellectual property legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (g) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (h) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement Contemporaneously herewith, the duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Preand delivered Lock-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesUp Agreements.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, US Counsel and Company Israeli Counsel in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) a legal opinion of Company Cayman Islands Counsel, in form acceptable to the Placement Agent and Purchasers; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, if such Purchaser is acquiring Units, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) for to each Purchaser of that will receive any Pre-Funded funded Warrants in lieu of Shares pursuant to Section 2.1, a signed Pre-Funded Warrant funded Warrants, each registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001one (1) Ordinary Share, with an unpaid exercise price equal to $0.000010.01 per Ordinary Share, subject such Pre-funded Warrants exercisable in the aggregate for a total number of Ordinary Shares equal to adjustment therein; andthe number of Pre-funded Warrants set forth on such Purchaser’s signature page (such Pre-funded Warrant shall be delivered on the Closing Date); (vivii) such number of Investor Warrants equal to [__]% of the Preliminary Prospectus and the Prospectus (which may number of Ordinary Shares to be delivered in accordance with Rule 172 under sub-Section (vi) above (plus the Securities Actnumber of Investor Warrants equal to [__]% of the number of Ordinary Shares underlying Pre-funded Warrants to be delivered in accordance with sub-Section (vi) above); (viii) on the Closing Date, the duly executed and delivered Secretary’s Certificate, in form and substance reasonably satisfactory in all respects to the Placement Agent; (ix) the Lock-Up Agreements; and (x) the Final Prospectus. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount (minusless, if applicable, a Purchasers the aggregate $0.01 unpaid exercise price per Ordinary Share of the Pre-Funded Warrants, which amounts shall be paid as and when funded Warrants issuable to such Pre-Funded Warrants are exercised for cashPurchaser hereunder), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a the legal opinion opinions of Company Counsel and Company Nevada Counsel, each dated as of the Closing Date, in forms reasonably acceptable and addressed to the Placement Agent and the Purchasers and executed by such counsels; (iii) a copy of the irrevocable instructions to the Transfer Agent, in form and substance reasonably satisfactory to the Placement AgentPurchasers, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal from time to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable time, upon exercise of such Purchaser’s the Pre-Funded WarrantWarrants, if applicable), registered in the name of such PurchaserPre-Funded Warrant Shares; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share PFW Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, which shall have been pre-funded at the Closing, subject to adjustment as provided therein; and; (v) the Strategic Advisor Warrants; (vi) the Preliminary Prospectus Placement Agent Warrants; (vii) the wire instructions of the Escrow Agent; (viii) the Lock-Up Agreements duly executed by the Company and the Prospectus directors and executive officers signatory thereto; (which ix) the Registration Rights Agreement duly executed by the Company; (x) the Treasury Management Agreement duly executed by the Company; (xi) the Strategic Advisor Agreement duly executed by the Company; (xii) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Pre-Funded Warrants (as applicable), (b) certifying the current versions of the Articles of the Incorporation of the Company and Bylaws and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E; (xiii) a certificate dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 2.3(a)(i) and 2.3(a)(ii), in the form attached as Exhibit F; (xiv) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of Nevada, as of a date within five (5) Business Days of the Closing Date; (xv) a certified copy of the Articles of Incorporation, as certified by the Secretary of State (or comparable office) of Nevada, as of a date within five (5) Business Days of the Closing Date; and (xvi) executed written consents of Company stockholders holding the requisite number of the Company’s voting shares that are needed to approve the following: (i) the approval of the Authorization Amendment; (ii) the approval of the transactions as contemplated by the Transaction Documents; (iii) the approval of the transactions as an issuance greater than the Exchange Cap pursuant to Section 713 of the NYSE American LLC Company Guide for purposes of compliance with NYSE American rules; and (iv) such other approvals as are necessary or desirable in connection with the transaction (approval of all such proposals, the “Stockholder Approval”); (xvii) evidence that the Pre-Funded Warrant Shares (as applicable) to be issued to the Purchasers have been approved for listing on the Principal Market, subject only to official notice of issuance; (xviii) evidence that all the outstanding class A common stock of the Company has been converted to class B common stock; and (xix) such other instruments, certificates, documents or materials as may be delivered reasonably requested by Purchaser in accordance connection with Rule 172 under the Securities Act)consummation of the transactions contemplated hereby. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PPurchaser; (ii) the Registration Rights Agreement duly executed by such ▇▇▇▇▇▇▇▇▇; and (iiiii) to the Escrow Agent, such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of by wire transfer to the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with account specified by the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate sentence provision of Section 2.12.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an plus the exercise price equal to $0.00001per Warrant Share underlying such Pre-Funded Warrants, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) Pre-Funded Warrants, as applicable, with an exercise price equal to $[●] per share, subject to adjustment therein; (vii) the duly executed Lock-Up Agreements; (viii) a legal opinion and negative assurance statement of Company Counsel, in form reasonably acceptable to the Placement Agent, the Placement Agents Counsel and the Purchasers; (ix) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent and the Purchasers; (x) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent and the Purchasers; (xi) a waiver by the holders of the Debentures waiving any rights to receive pre-notice of and participate in Subsequent Financings, as defined therein, piggyback registration rights, and provisions of the Debentures whereby a Subsequent Financing results in the maturing of such Debenture. (xii) a cold “comfort letter” and a bring-down “comfort letter”, respectively, from B▇▇▇▇ ▇▇▇▇▇, dated as of the date hereof and the Closing Date, respectively, in form and substance satisfactory to the Placement Agent; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate sentence provision of Section 2.12.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an exercise price equal to $0.00001Price, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).; (bvi) On a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s shares of Common Stock or Pre-Funded Warrants, as applicable, with an exercise price equal to $[●] per share, subject to adjustment therein; (vii) a certificate duly executed by a an executive officer of the Company, dated as of the Closing Date, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (viii) a certificate executed by the Secretary of the Company, each Purchaser shall deliver or cause in a form reasonably acceptable to be delivered such Purchaser, and dated as of the Closing Date, as to the Company the following: (i) this Agreement duly executed the resolutions with respect to the transactions contemplated hereby as adopted by such Pthe Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (ix) a comfort letter from E▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus▇ & Young LLP, if applicablethe independent auditor for the Company, a Purchasers aggregate exercise price with [●], 2023 as the specified cut-off date for review procedures referred to therein , in form customary for registered offerings of securities in the United States dated as of the Pre-Funded Warrantsdate of this Agreement and as of the Closing Date, which amounts shall be paid as respectively, and when such Pre-Funded Warrants are exercised for cash)addressed to the Placement Agent, which shall be made available for DVP settlement with and in form and substance satisfactory to the Company or Placement Agent and its designees.Counsel;

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Escrow Agent with respect to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion certificate evidencing a number of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence shares of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares Preferred Stock equal to each such Purchaser’s 's Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Stated Value, registered in the name of such Purchaser; (viii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 50% of such Purchaser’s 's Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.668, with an exercise price equal to $0.000010.65, subject to adjustment therein, and which Warrant shall be exercisable immediately and have a term of exercise equal to one year (the "Series A Warrant"), in the form of Exhibit C attached hereto; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser's Subscription Amount divided by $0.668, with an exercise price equal to $0.76, subject to adjustment therein, which Warrant shall be exercisable immediately and have a term of exercise equal to five years (the "Series B Warrant"), in the form of Exhibit D attached hereto; (v) the Registration Rights Agreement duly executed by the Company; (vi) a legal opinion of Company Counsel, in the form of Exhibit E attached hereto; (vii) the written voting agreement, in the form of Exhibit F attached hereto, of all of the officers and directors holding more than 10% of the issued and outstanding shares of Common Stock on the date hereof to vote all Common Stock owned by each of such officers and directors as of the record date for the annual meeting of shareholders of the Company in favor of Shareholder Approval; and (viviii) the Preliminary Prospectus and Escrow Agreement duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Escrow Agent the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s 's Subscription Amount by wire transfer to the account as specified in writing by the Company; (minus, if applicable, a Purchasers aggregate exercise price of iii) the Pre-Funded Warrants, which amounts shall be paid as and when Escrow Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with Purchaser; and (iv) the Company or its designeesRegistration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company U.S. Counsel, in form and substance reasonably satisfactory acceptable to the Purchasers and the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) a legal opinion of Israeli Counsel, in form and substance reasonably acceptable to the Purchasers and the Placement Agent; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares Ordinary Shares equal to 100% of Common Stock such Purchaser’s Shares and Prefunded Warrants, with an exercise price equal to $9.00, subject to adjustment therein; (vii) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (viii) on the date hereof, the duly executed Lock-Up Agreements; and (viix) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed of Exhibit C attached hereto addressed to the Placement Agent and on behalf of the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant Purchaser, as applicable, who has elected to Section 2.1purchase the Preferred Stock, a signed Pre-Funded certificate evidencing a number of shares of Preferred Stock equal to, in aggregate, such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion % of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001$ , subject to adjustment thereintherein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount (minuswith regard to the Preferred Stock purchased by such Purchaser, if applicableany, a Purchasers aggregate exercise price of by wire transfer to the Pre-Funded Warrants, which amounts shall be paid as and when account specified in the Escrow Agreement; and (iii) such Pre-Funded Warrants are exercised for cash)Purchaser’s Subscription Amount with regard to the Shares purchased by such Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Israeli Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) a legal opinion of Company US Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iv) the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock Ordinary Shares issuable upon exercise of such Purchaser’s Pre-Funded WarrantWarrants, if applicable), registered in the name of such Purchaser; (vvi) an Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of such Purchaser’s Shares and Pre-Funded Warrant Shares, if applicable, with an exercise price equal to $[ ] per share, subject to adjustment therein; (vii) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001 per share, subject to adjustment therein; (viii) on the date hereof, the duly executed Lock-Up Agreements; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company Robocom shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed the Transaction Documents signed by the Company;Robocom; and (ii) a legal opinion evidence of Company Counsel, in form and substance reasonably satisfactory the consummation of the Merger pursuant to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy terms of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Merger Agreement. (b) On or prior to the Closing Date, AgriVest shall deliver or cause to be delivered to the Purchaser the following: (i) the Transaction Documents signed by AgriVest; (ii) a certificate evidencing 19 million shares of Common Stock; (iii) resignation letters of such directors of AgriVest as the Purchaser may specify in its sole discretion in writing prior to the Closing, and resolutions of the AgriVest’s Board of Directors appointing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as the sole officer of AgriVest and as a director of AgriVest, to serve in such capacity until the next annual meeting of AgriVest’s stockholders or his sooner replacement, as applicable; and (iv) a certificate of the secretary of AgriVest (a) certifying that all conditions to Closing have been met, as well as the incumbency of AgriVest’s officers executing the Transaction Documents; (b) attaching copies of resolutions of the Board of Directors of AgriVest (x) approving the transactions contemplated by this Agreement, and (y) appointing such directors and officers of AgriVest as may be designated by Purchaser, which resolutions shall in each case be in full force and effect; (c) attaching copies certified by the Secretary of State of the State of Delaware of AgriVest’s Articles of Incorporation, as amended, and (d) attaching a true and complete copy of AgriVest’s bylaws, as amended, which shall be in full force and effect. (c) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company Robocom and AgriVest the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; (ii) a bank check or other form of payment satisfactory to AgriVest in the amount of $50,000.00 in payment of the Purchase Price; and (iiiii) such all other Transaction Documents to which the Purchaser is a party, duly executed by Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, addressed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (vi) a signed letter from the Chief Financial Officer of the Company addressed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to the Placement AgentAgent and its counsel, directed containing statements and information of the type ordinarily included in chief financial officer certificates to placement agents with respect to the Placement Agent financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Preliminary Prospectus, and the Purchasers;Prospectus. (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) , the number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price Price, registered in accordance with the instructions of such Purchaser; and (minus v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock issuable upon exercise equal to 150% of such Purchaser’s Shares and Pre-Funded WarrantWarrants, if applicable)with an exercise price equal to $[*], registered in the name of such Purchasersubject to adjustment therein; (vvi) the duly executed Lock-Up Agreements; (vii) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.007, with an exercise price equal to $0.000010.007, subject to adjustment therein; (viii) the duly executed Support Agreements, signed by stockholders of the Company representing not less than 16% of the shares of Common Stock outstanding; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory to the Placement Agent; (iii) a cold comfort letter, directed addressed to the Placement Agent, in form and substance reasonably acceptable to the Placement Agent and the Purchasers, from the Company’s independent registered public accounting firm on the date of execution of this Agreement and a bring down comfort letter on the Closing Date; (iiiiv) a duly executed Officers’ Certificate in customary form reasonably acceptable to the Placement Agent; (v) a duly executed Secretary’s Certificate in customary form reasonably acceptable to the Placement Agent; (vi) if applicable, a duly executed Chief Financial Officer Certificate in customary form reasonably acceptable to the Placement Agent; (vii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivviii) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) DWAC Shares equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vix) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Pre-Funded Warrant Shares equal to such Purchaser’s Pre-Funded Unit Subscription Amount divided by the sum of the Per Pre-Funded Unit Purchase Price plus the exercise price equal to $0.001, subject to adjustment therein via DWAC for the account of such Purchaser; (x) Warrants registered in the name of such Purchaser, each such Warrant to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Shares and Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Warrant Shares, as applicable, with an exercise price equal to $0.00001[__] per share, subject to adjustment thereintherein via DWAC for the account of such Purchaser; (xi) the duly executed Lock-Up Agreements; and (vixii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act) (b) On or before the Closing Date, the Placement Agent and Blank Rome shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (bc) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designees.designee; (iii) a Voting Agreement, duly executed by such Purchaser, in substantially the form attached hereto as Exhibit D.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Canadian Counsel and Company US Counsel, in form and substance reasonably satisfactory acceptable to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number Common Shares equal to 100% of such Purchaser’s Shares plus Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to US$4.21, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, in a form and substance reasonably satisfactory acceptable to the Placement Agent, directed to which the Placement Agent and the PurchasersPurchasers can also rely upon; (iii) the CompanyPlacement Agent shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and; (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).; (b) On or prior to the Closing Date, each Purchaser shall deliver deliver, or cause to be delivered delivered, to the Company or the following: (i) Placement Agent this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) and to the Escrow Agent such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company U.S. Counsel, in substantially the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersset forth on Exhibit B hereto; (iii) a legal opinion of Company Irish Counsel, in substantially the form set forth on Exhibit C hereto; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each the portion of such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price (minus rounded down to the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicablenearest whole Share), registered in the name of such Purchaser; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.01, subject to adjustment therein; (vi) an Ordinary Share Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 75% of such Purchaser’s Shares, with an exercise price equal to $0.65, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with regard to the Pre-Funded Warrants, which amounts shall be paid as Shares and when Ordinary Share Warrants purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee, and such Purchaser’s Additional Subscription Amount, which shall be included in such Purchaser’s Subscription Amount to be made available for “Delivery Versus Payment” settlement with the Company or shall be separately delivered to the Company pursuant to the Company’s wire instructions as provided pursuant to Section 2.2(a)(iv) herein; and (iii) such Purchaser’s Subscription Amount with regard to the Pre-Funded Warrants and Ordinary Share Warrants purchased by such Purchaser, if any, minus an amount of $0.01 per Pre-Funded Warrant purchased by such Purchaser, by wire transfer to the account specified by the Company in Section 2.2(a)(iv) above, or as otherwise agreed by the Company and the Placement Agent.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, and a legal opinion of Company Cayman Islands counsel, in a form reasonably acceptable to each Purchaser and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject the Company shall have provided each Purchaser and the Placement Agent with a certificate executed by the Chief Financial Officer of the Company, dated as of such date, in form and substance satisfactory to each Purchaser and the penultimate sentence of Section 2.1, Placement Agent; (v) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system basis, (“DWAC”i) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus certificates evidencing the number of shares Shares, Pre-Funded Warrants and Common Warrants contemplated to be issued pursuant to the signature page of Common Stock issuable upon exercise each Purchaser attached hereto, or (ii) at the election of each Purchaser, evidence of the issuance of such Purchaser’s Shares, Pre-Funded WarrantWarrants and Common Warrants as held in DRS book-entry form by the Transfer Agent, if applicable)which evidence shall be reasonably satisfactory to each applicable Purchaser, in each case, registered in the name of such Purchaser; (vvi) for the Registration Rights Agreement duly executed by the Company; (vii) each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, Warrant Amendment Agreement duly executed by the Company; (viii) a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares Ordinary Shares equal to 125% of Common Stock such Purchaser’s Shares and/or Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants, in such Closing, with an exercise price equal to $1.50 per share, subject to adjustment therein; and (ix) in the event that Pre-Funded Warrants are to be issued to a Purchaser, Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Pre-Funded Warrant Price, with an unfunded exercise price equal to $0.000010.0001 per share, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing DateDate (unless otherwise set forth below), each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; (iii) the Warrant Amendment Agreement duly executed by such Purchaser; and (iiiv) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of by wire transfer or certified check to the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with account specified in writing by the Company or its designeesCompany.

Deliveries. (a) On or prior to the Initial Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Initial Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in a form reasonably acceptable to the Initial Purchaser and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the CompanyCompany shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sixth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Initial Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Initial Purchaser; (v) for each a Warrant registered in the name of such Initial Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-Funded Warrant Shares, with an exercise price equal to $2.94, subject to adjustment therein; (vi) for each Initial Purchaser of Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Initial Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Initial Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (vii) within one (1) Business Day after the Initial Closing Date, evidence of the Company’s repayment of $7,500,000 of the principal balance of the Company’s Convertible Promissory Note issued to Growth Capital Partners, LLC, effective April 18, 2022 (the “GCP Note”); and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Initial Closing Date, each Initial Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Initial Purchaser; and (ii) to the Escrow Agent, such Initial Purchaser’s Subscription Amount by wire transfer to the account specified in the Escrow Agreement. (minusc) On or prior to each Subsequent Closing Date (except as indicated below), if applicablethe Company shall deliver or cause to be delivered to each Subsequent Purchaser the following: (i) this Agreement duly executed by the Company; provided that this Agreement shall be delivered on or prior to the Initial Closing Date; (ii) a legal opinion of Company Counsel, substantially in a form reasonably acceptable to the Subsequent Purchaser and the Placement Agent; (iii) the Company shall have provided each Subsequent Purchaser with the Escrow Agent’s wire instructions; (iv) subject to the sixth sentence of Section 2.1, a Purchasers aggregate exercise price copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via DWAC Shares equal to such Subsequent Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Subsequent Purchaser; (v) a Warrant registered in the name of such Subsequent Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Subsequent Purchaser’s Shares and Pre-Funded WarrantsWarrant Shares, with an exercise price equal to $2.94, subject to adjustment therein; (vi) for each Subsequent Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Subsequent Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Subsequent Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; and (vii) the Prospectus and Prospectus Supplement (which amounts shall may be paid delivered in accordance with Rule 172 under the Securities Act). (d) On or prior to each Subsequent Closing Date (except as and when such Pre-Funded Warrants are exercised for cashindicated below), which each Subsequent Purchaser shall deliver or cause to be made available for DVP settlement with delivered to the Company or its designeesthe Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Subsequent Purchaser; provided that this Agreement shall be delivered on or prior to the Initial Closing Date; and (ii) to the Escrow Agent, such Subsequent Purchaser’s Subscription Amount by wire transfer to the account specified in the Escrow Agreement.

Deliveries. (a) On or prior Buyer shall instruct Seller from time to time during the Closing DateTerm, by placing a purchase order with Seller reasonably in advance of the Company shall deliver or cause date Buyer desires MANAPOL-Registered Trademark- powder to be delivered to each Purchaser the following: it hereunder, (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory as to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence quantities of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s PreMANAPOL-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause Registered Trademark- powder to be delivered to Buyer, (ii) as to the Company specific date of delivery, (iii) as to the following: specific location of delivery and (iiv) this Agreement duly executed by as to the carrier or particular type of carrier for such Pdelivery. ▇▇▇▇▇▇▇▇; and ▇ the Term, Buyer shall provide Seller (iia) such Purchaser’s Subscription Amount (minus, if applicableon a quarterly basis commencing on August 15, a Purchasers binding forecast of Buyer's mi:mum and maximum aggregate exercise price of the Predelivery requirements for MANAPOL-Funded WarrantsRegistered Trademark- powder for such period, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), (b) on a yearly basis a good faith forecast acceptable to Seller (which shall be binding on Buyer) of Buyer's minimum and maximum delivery requirements for MANAPOL-Registered Trademark- powder for each month of the next twelve (12) month period. The quantities of MANAPOL-Registered Trademark- powder ordered by Buyer pursuant to this Agreement from time to time shall be spaced in a reasonable manner, and Buyer shall order such quantities in accordance with Buyer's binding forecasts. In no event shall Seller be required to deliver to Buyer in any three-month period a quantity of MANAPOL-Registered Trademark- powder in excess of 125% of the maximum delivery requirement for such period set forth in the binding forecast for such period accepted by Seller. In no event shall Mannatech be required to purchase more than 300 kilos of Manapol-Registered Trademark- powder per month, unless a higher minimum monthly amount has been projected by Seller pursuant to 5(a). Deliveries of MANAPOL-Registered Trademark- powder shall be made available for DVP settlement with by Seller under normal trade conditions in the Company usual and customary manner being utilized by Seller at the time and location of the particular delivery. The MANAPOL-Registered Trademark- powder delivered to Buyer hereunder shall be packaged in five (5) kilogram or fifteen (15) kilogram containers. All deliveries of MANAPOL-Registered Trademark- powder to Buyer hereunder shall be made by Seller F.O.B. at the facilities of Seller or its designeesaffiliates located in Irving, Texas.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of (w) Company Counsel with respect to U.S. laws and securities matters (including, without limitation, a legal opinion of Company Counselnegative assurance letter or statement) and (x) Canadian Counsel with respect to Canadian laws, each in form and substance reasonably acceptable to ▇▇▇▇, the Placement Agent and each Purchaser; (iii) a cold comfort letter, addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers, from the Company’s independent registered public accounting firm; (iiiiv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.01, with an exercise price equal to $0.01, subject to adjustment therein; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.01, with an exercise price equal to $0.01, subject to adjustment therein; (vi) duly executed Officers’ Certificate and Secretary’s Certificate, in customary form reasonably acceptable to the Placement Agent; (vii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivviii) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vix) for each Purchaser of Prethe duly executed Lock-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment thereinUp Agreements; and (vix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion opinions of Company U.S. Counsel and Company BVI Counsel, each in a form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) a cold “comfort” letter addressed to the Placement Agent from each of (i) the Company’s independent registered public accounting firm, ▇▇▇▇▇▇ Asia CPAs LLP and (ii) the Company’s former independent registered public accounting firm, ▇▇▇▇▇▇▇▇ LLP, dated as of the Closing Date. The Company’s co-chief executive officers and/or co-chief financial officers, as applicable, shall also provide a customary certification as to such accounting or financial matters that are included or incorporated by reference in the Registration Statement or the Prospectus that ▇▇▇▇▇▇ Asia CPAs LLP and ▇▇▇▇▇▇▇▇ LLP were unable to provide assurances on in the “comfort” letters contemplated by the immediately preceding sentence; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system System (“DWAC”) Shares ADSs equal to each such Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) a Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 100% of such Purchaser’s ADSs, with an exercise price per ADS equal to $4.00, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and; (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and (ix) the duly executed Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee or otherwise paid by wire transfer to the Company to be held in escrow pending Closing.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) create a share reserve, which will reserve the aggregate number of Shares equal to each Purchaser’s the Purchasers’ aggregate Subscription Amount divided by the Per Share Purchase Price (minus Price, such transfer agent instructions to have been previously reviewed by the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such PurchaserTransfer Agent prior to delivery hereunder; (viii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price (minus $0.000010.01), with an exercise price equal to prefunded at the Closing and included in such Subscription Amount (other than $0.000010.01 per share of Common Stock, subject to adjustment therein; and); (viiv) as applicable, (x) if the Preliminary Prospectus Subscription Amount is to be paid in cash, the Company shall have provided each Purchaser with the Company’s wire instructions on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer or (y) if the Subscription Amount is to be paid in SKY,USDS and/or USDT, the Company shall have provided each Purchaser with the Designated Wallet on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer, in each case at least two (2) Business Days prior to the Closing Date; and the Prospectus (which may be delivered in accordance with Rule 172 under Investor Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) (x) if the Subscription Amount is to be paid in cash, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company and/or (minusy) if the Subscription Amount is to be paid in SKY, if applicableUSDS and/or USDT, a Purchasers aggregate exercise price such Purchaser’s Subscription Amount by transfer of the PreNon-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement Cash Amount to the Designated Wallet (with the Company or its designeesapplicable digital asset(s) and amount(s) specified in writing by such Purchaser); and (iii) the Investor Rights Agreement, duly executed by such Purchaser.

Deliveries. (a) On or prior Subject to the Closing DateSection 10.2(c), the Company at Closing, General Motors shall deliver or cause perform its obligations to be delivered to each Purchaser the followingperformed at Closing under Section 10.3 and 10.4 and shall: (i) this Agreement duly executed deliver to the Buyer written resignations effective as of the Closing Date of (i) the directors and officers of the Target Group Companies who are employees of the Sellers’ Retained Group Companies or otherwise have been designated by General Motors or any Affiliate thereof (other than the CompanyTarget Group Companies), the identity of which General Motors shall notify in writing to the Buyer within 90 days after the date hereof, and (ii) if applicable, General Motors’s representatives on the Advisory Board of Opel Group GmbH; (ii) deliver to the Buyer an execution copy of each Ancillary Agreement to which any of the Sellers or their Affiliates is a legal opinion party, duly executed on behalf of Company Counselsuch Seller or Affiliate; (iii) cause each of the Sellers to complete the formalities provided for in any Ancillary Agreement to which it is a party in relation to the transfer of the Shares or the Transferred Assets, or any other formality required therefor; (iv) if the Warrant Resolution has been approved at the Buyer Shareholder Meeting in accordance with Section 6.4(h), cause each Warrant Subscriber to subscribe for the issuance of that number of Warrants as determined pursuant to Exhibit C on the basis of a Total Amount Issued (as defined in such Exhibit) equal to that portion of the Additional Value due to such Warrant Subscriber by the Buyer, the payment of the corresponding portion of the Warrants Subscription Price being made by set‑off of the Additional Value receivable held by such Warrant Subscriber; (v) in the case of the AOAG Contribution or the AOAG Sale, as the case may be, deliver to the Buyer a copy of the shareholder resolution of the shareholders’ meeting of AOAG approving the execution by AOAG of the contribution agreement between AOAG and New AOAG with regard to the AOAG Contribution or the sale and transfer agreement between AOAG and New AOAG with regard to the AOAG Sale, as the case may be; and (vi) deliver to the Buyer a copy of the shareholder resolution of the shareholders’ meeting of AOAG approving the execution by AOAG of the share purchase and transfer agreement between AOAG and the Buyer or the respective Buyer Designee, as the case may be, with regard to the sale and transfer of the Shares directly held by AOAG, in form particular the Shares in New AOAG and, if relevant, the AOAG Sale Price Receivable. (b) Subject to Section 10.2(c), at Closing, the Buyer shall perform its obligations to be performed at Closing under Section 10.4 and substance reasonably satisfactory shall: (i) pay to General Motors an amount equal to the Placement Agent, directed Cash Portion of the Estimated Purchase Price (provided that the portion of the Cash Portion of the Estimated Purchase Price allocated to the Placement Agent Shares transferred by AOAG shall be paid to AOAG) by wire transfer of immediately available funds to the account(s) designated by General Motors in writing 2 Business Days prior to the Closing; (ii) if the Warrant Resolution has been approved at the Buyer Shareholder Meeting in accordance with Section 6.4(h), issue the Warrants and cause the registration of the number of Warrants subscribed by each Warrant Subscriber in a compte d’instruments financiers opened in its name; (iii) deliver an execution copy of each Ancillary Agreement to which any of the Buyer or any Buyer Designee is a party, duly executed on behalf of the Buyer or such Buyer Designee; (iv) complete or cause each Buyer Designee to complete the formalities provided for in any Ancillary Agreement to which it is a party in relation to the transfer of the Shares, or any formality required therefor; and (v) deliver to General Motors a written declaration confirming that the Buyer with effect as of the Closing Date (i) has acceded to the Co-Determination Agreement and (ii) assumed any and all rights and obligations vis-à-vis Industriegewerkschaft Metall thereunder; or has agreed upon with Industriegewerkschaft Metall as to a similar co-determination agreement replacing the Co-Determination Agreement. (c) In the event Section 10.1(b) applies, then Sections 10.2(a), 10.2(b), 10.3 and 10.4 shall apply mutatis mutandis, (x) at the First Closing, in relation to the Autocos Shares, the Autocos, the Fincos Shares, the Fincos and the PurchasersTransferred Assets, other than any Fincos Shares and the related Fincos not transferred at the First Closing (such Fincos, the “Delayed Entities”), and (y) at the Second Closing, in relation to the Fincos Shares and the related Fincos transferred at such Second Closing, it being provided for the avoidance doubt that: (i) if applicable, the Warrants shall be issued and subscribed for at the First Closing; (ii) the Cash Portion of the Estimated Purchase Price paid by the Buyer at the First Closing shall be reduced by the amount of the Estimated Purchase Price allocated to the Fincos Shares not transferred at the First Closing; (iii) the Company’s wire instructions, on Company letterhead and executed portion of the Estimated Purchase Price paid by the Chief Executive Officer or Chief Financial OfficerBuyer at the Second Closing shall be equal to the amount of the Estimated Purchase Price allocated to the Fincos Shares transferred at the Second Closing; (iv) subject not less than 8 Business Days prior to the penultimate sentence of Section 2.1Second Closing Date, General Motors shall deliver to the Buyer a copy certificate setting forth in reasonable detail (including reasonable supporting documentation), as at the contemplated Second Closing Date the relevant Estimated Pension Closing Payment Amount (to the extent such amount has not been stipulated as part of the irrevocable instructions Pre-Closing Certificate delivered prior to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicableFirst Closing Date), registered in the name of such Purchaser;; and (v) for each Purchaser of Pre-Funded Warrants the Estimated Pension Closing Payment Amounts and the Restricted Pension Closing Amounts to be paid at Closing pursuant to Section 2.110.3 shall be the First Estimated Pension Closing Payment Amount, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Second Estimated Pension Closing Payment Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under Third Estimated Pension Closing Payment Amount, and the Securities Act). (b) On or prior to the Fourth Estimated Pension Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Payment Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall will be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with on the Company or its designeesSeocnd Closing.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, and a legal opinion of Company Cayman Islands counsel, in a form reasonably acceptable to each Purchaser and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject the Company shall have provided each Purchaser and the Placement Agent with a certificate executed by the Chief Financial Officer of the Company, dated as of such date, in form and substance satisfactory to each Purchaser and the penultimate sentence of Section 2.1, Placement Agent; (v) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system basis, (“DWAC”i) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus certificates evidencing the number of shares Shares, Pre-Funded Warrants and Common Warrants contemplated to be issued pursuant to the signature page of Common Stock issuable upon exercise each Purchaser attached hereto, or (ii) at the election of each Purchaser, evidence of the issuance of such Purchaser’s Shares, Pre-Funded WarrantWarrants and Common Warrants as held in DRS book-entry form by the Transfer Agent, if applicable)which evidence shall be reasonably satisfactory to each applicable Purchaser, in each case, registered in the name of such Purchaser; (vvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, the Registration Rights Agreement duly executed by the Company; (vii) a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares Ordinary Shares equal to 100% of Common Stock such Purchaser’s Shares and/or Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants, in such Closing, with an exercise price equal to $5.00 per share, subject to adjustment therein; and (viii) in the event that Pre-Funded Warrants are to be issued to a Purchaser, Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Pre-Funded Warrant Price, with an unfunded exercise price equal to $0.000010.0001 per share, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing DateDate (unless otherwise set forth below), each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; and (iiiii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of by wire transfer or certified check to the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with account specified in writing by the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, in a form and substance reasonably satisfactory acceptable to the Placement Agent, directed to which the Placement Agent and the PurchasersPurchasers can also rely upon; (iii) the CompanyPlacement Agent shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; and; (vi) for each Purchaser of Shares and/or Pre-Funded Warrants, one Class A Warrant and one Class B Warrant for each Share and/or Pre-Funded Warrant purchased registered in the name of such Purchaser; (vii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).; (b) On or prior to the Closing Date, each Purchaser shall deliver deliver, or cause to be delivered delivered, to the Company or the following: (i) Placement Agent this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) and to the Escrow Agent such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinions addressed to the Purchasers, each in a legal opinion form reasonably satisfactory to such Purchasers, of (A) Company Counsel, in form and substance reasonably satisfactory (B) intellectual property counsel to the Placement AgentCompany, directed and (C) British Virgin Islands counsel to the Placement Agent and the Purchasers;Company. (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of Shares as specified below such Purchaser’s Pre-Funded Warrant, if applicable), name on such Purchaser’s signature page of this Agreement and next to the heading “Shares,” registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Shares, with an exercise price equal to $0.000014.30 per share, subject to adjustment thereintherein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (viv) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)) shall have been filed with the Commission to cover the sale of the Shares hereunder in accordance with the Rules and Regulations. No stop order suspending the effectiveness of the Registration Statement or of any respective part thereof shall have been issued and no Proceeding for that purpose shall have been instituted or, to the knowledge of the Company or the Placement Agent, shall have been contemplated by the Commission. (b) As of the Closing Date, the Placement Agent shall have received the following: (i) letters, dated as of the Closing Date, of each of M▇▇▇▇▇ LLP and RBSM LLP in form and substance satisfactory to the Placement Agent, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to placement agents with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus; (ii) a certificate, dated as of the Closing Date, of the chief executive officer and chief financial officer of the Company to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and correct as of such Closing Date; (ii) the Company has performed in all material respects all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the Registration Statement, the Prospectus, the General Disclosure Package, and any individual Issuer-Represented Free Writing Prospectus and, in their opinion (A) as of each Closing Date, neither (i) the General Disclosure Package, nor (ii) any individual Issuer-Represented Free Writing Prospectus, when considered together with the General Disclosure Package, included, 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 light of the circumstances under which they were made, not misleading, and (B) since the Effective Date no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement, the General 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 any Material Adverse Effect or any event that is likely to result in a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business; and (iii) such other opinions, certificates, letters and documents as the Placement Agent reasonably requests. The Placement Agent may in its sole discretion waive compliance with any conditions to the obligations of the Placement Agent hereunder. (c) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Placement Agent, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) subject to the last sentence of Section 2.1, to the Placement Agent, such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of by wire transfer to the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with account directed by the Company or its designeesPlacement Agent.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Executive Chairman, Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantPrefunded Warrants, if applicable), registered in the name of such Purchaser; (v) if applicable, for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and; (vi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers Purchaser’s aggregate exercise price of the Pre-Funded Prefunded Warrants, which amounts shall be paid as and when such Pre-Funded Prefunded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Israeli Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) a legal opinion of Company US Counsel, in form acceptable to the Placement Agent and Purchasers; (iv) the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) the Lock-Up Agreements; (vi) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each the portion of such Purchaser’s Subscription Amount applicable to Class A Units divided by the Per Share Class A Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Class B Units, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Class B Units divided by the Per Share Class B Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001, subject to adjustment therein; (viii) a Series A Warrant registered in the name of each such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of the aggregate number of Shares and the Pre-Funded Warrant Shares underlying the Pre-Funded Warrants initially issuable on the date hereof, if any, purchased by such Purchaser with an exercise price equal to $[___], subject to adjustment therein; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with regard to the Pre-Funded WarrantsWarrants purchased by such Purchaser, which amounts shall be paid if any, by wire transfer to the account specified by the Company in Section 2.2(a)(iv) above, or as otherwise agreed by the Company and when the Placement Agent; and (iii) such Pre-Funded Warrants are exercised for cash)Purchaser’s Subscription Amount with regard to the Shares purchased by such Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory subject to the Placement Agentseventh sentence of Section 2.1, directed to the Placement Agent and the Purchasers; (iii) Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate seventh sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (iv) A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 150% of such Purchaser’s Shares (or Pre-Funded Warrant Shares), with an exercise price equal to $_____, subject to adjustment therein; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Pre-Funded Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001, subject to adjustment therein; and (vi) the duly executed Warrant Agency Agreement; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viii) the Preliminary Prospectus and the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver have delivered or cause caused to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company CounselCounsel (including, in form and substance reasonably satisfactory to the Placement Agentwithout limitation, a negative assurance letter), directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) a legal opinion of Intellectual Property Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; (iv) a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from ▇▇▇▇▇▇, ▇▇▇▇ & Associates, LLC, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ + Co. LLP (as applicable); (v) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvi) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Common Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001Price, with an exercise price equal to $0.00001, 0.01 subject to adjustment therein; (viii) the duly executed Warrant Agency Agreement; (ix) on the date hereof, the duly executed Lock-Up Agreements; and (vix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto, addressed to the Purchasers and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to the penultimate sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for as to each Purchaser of Pre-Funded Warrants pursuant to Section 2.1purchasing Prefunded Units, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock as set forth in the Prefunded Warrant, with an exercise price equal to $0.0001; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Pre-Funded Shares plus the Warrant Shares underly such Purchaser’s Prefunded Warrants divided by on the Per Share Purchase Price minus $0.00001date hereof, with an exercise price equal to $0.00001_____, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. The Sellers shall have made or tendered, or caused to be made or tendered, delivery to the Buyers of the following documents: (a) On the R&D Access Agreement, to the extent required under Section 6.12(b)(ii), duly executed by the Sellers and/or their applicable Affiliates, (b) the Lease Agreement, duly executed by the Sellers and/or their applicable Affiliates, (c) the Put and Call VPEC Exchange Agreement and the Subordination Letter, each duly executed by the Sellers and/or their applicable Affiliates, (d) the original shareholders’ register of Mallinckrodt Netherlands evidencing Mallinckrodt UK’s ownership of the Netherlands Shares in accordance with applicable Law, (e) with respect to each Transferred Subsidiary and each Indirect Subsidiary, signed resignations effective as of the Effective Time for each of the officers and directors of the Transferred Subsidiaries and the Indirect Subsidiaries (other than any such people designated by the Buyers at least five (5) Business Days prior to the Closing), (f) powers of attorney, duly executed on behalf of Mallinckrodt UK and Mallinckrodt Netherlands, and, to the extent required by the Notary, legalized and apostilled, authorizing the Notary to attend and to execute the notarial deed of transfer as referred to in Section 6.11(a), (g) evidence of releases of all Encumbrances (other than in respect of licenses and other than Permitted Encumbrances, provided that no Encumbrance that generally applies to the Transferred Subsidiaries’, the Indirect Subsidiaries’, the Sellers’ and or any of their Affiliates’ assets (including Encumbrances in respect of Indebtedness) shall be deemed a “Permitted Encumbrance” for purposes of this Section 7.4(g)) related to the assets and properties of the Transferred Subsidiaries and the Indirect Subsidiaries and evidence of payoff letters with respect to any Indebtedness outstanding as of the Closing (in each case on terms and conditions reasonably satisfactory to Buyers) and provided that the Sellers shall deliver to the Buyers not less than twenty (20) Business Days prior to the Closing DateDate draft copies of all such release and payoff documentation (including, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion but not limited to, all deeds of Company Counsel, in form release and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicablepayoff letters), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (iih) such Purchaser’s Subscription Amount (minusother customary documents, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts instruments or certificates as shall be paid reasonably requested by the Buyers and as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement consistent with the Company or its designeesterms of this Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this The obligations of Grifols to effect the Closing shall be subject to Grifols’s receipt of the Governance Agreement, the Ciprofloxacin License Agreement, the A1AT Option Agreement duly executed by and the Grifols Registration Rights Agreement, each signed on behalf of the Company;. (ii) The obligations of Grifols to effect the Closing shall be subject to Grifols’s receipt of a legal opinion of Company Counselbinding term sheet addressing the material provisions to be included in the Grifols Supply Agreement (the “Grifols Supply Agreement Term Sheet”) or the fully negotiated Grifols Supply Agreement, in form either case, signed on behalf of the Company and substance which shall contain the pricing terms set forth on Schedule 7.3(d) and other terms and conditions that are either (A) substantially similar to and consistent with the terms set forth on Schedule 5.9 or (B) reasonably satisfactory acceptable to Grifols in its sole discretion (it being understood that each of the Placement Agent, directed terms set forth on Schedule 5.9 shall be deemed reasonably acceptable to the Placement Agent and the Purchasers;Grifols). (iii) The obligations of Grifols to effect the CompanyClosing shall be subject to Grifols’s wire instructionsreceipt of a binding term sheet addressing the material provisions to be included in the Third Party Manufacturer Supply Agreement or the fully negotiated Third Party Manufacturer Supply Agreement, in either case, signed on behalf of the Company letterhead and executed by the Chief Executive Officer Third Party Manufacturer Supply Agreement, which shall contain substantially the same terms as the Grifols Supply Agreement Term Sheet or Chief Financial Officer;Grifols Supply Agreement, as applicable, with appropriate modifications in light of the parties to such agreement. (iv) The obligations of each Purchaser (other than Grifols) to effect the Closing shall be subject to such Purchaser’s receipt the Other Purchasers Registration Rights Agreement, signed on behalf of the Company. (v) The obligations of each Purchaser to effect the Closing shall be subject to such Purchaser’s receipt of stock certificates evidencing the New Shares to be purchased by such Purchaser, duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to such Purchaser and with all required stock transfer tax stamps affixed. (vi) The obligations of each Purchaser to effect the Closing shall be subject to such Purchaser’s receipt of a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and signatures of the officers or directors of the Company authorized to sign this Agreement and the other documents to be delivered hereunder. (vii) The obligations of each Purchaser to effect the Closing shall be subject to such Purchaser’s receipt of a certificate of the Secretary or an Assistant Secretary of the Company certifying, with respect to the Company, as to the matters set forth in Sections 7.3(a), 7.3(b), 7.3(c), 7.3(e), and 7.3(f). (viii) The obligations of each Purchaser (other than Grifols) to effect the Closing shall be subject to the penultimate sentence following additional conditions: (A) there shall have been no change from the date of Section 2.1this Agreement to the Closing in the rights, a copy preferences and privileges of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit Common Stock or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by in the Per Share Purchase Price Price, (minus B) the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered License Agreement shall have been duly executed and delivered by the Company and Grifols and shall be in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal effect without any material change to the portion economic terms thereof contained in Exhibit B, and (C) Grifols shall have closed on the purchase of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share New Shares having a Purchase Price minus of at least $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)25,000,000. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company US Counsel and Company Canada Counsel, in a form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) subject to the seventh sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate seventh sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to ___% of such Purchaser’s Shares and the Pre-Funded Warrants, with an exercise price equal to $___, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee, as to the Shares, and which shall be wired directly to the Company as to the Pre-Funded Warrants.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the PurchasersAgent; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (vi) a signed Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the Purchaser’s Shares, with an exercise price equal to $2.00, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) a negative assurance letter of Company Counsel, addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent; (iv) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (vvi) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (vii) a signed Common Warrant registered in the name of each Purchaser to purchase up to a number of shares of Common Stock equal to [●]% of the Purchaser’s Shares, with an exercise price equal to $[●], subject to adjustment therein; (viii) Lock-Up Agreements executed by each executive officer and director of the Company; (ix) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; (x) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; and (vixi) the Preliminary Prospectus and the Prospectus (which may be delivered electronically in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire wiring instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock and Pre-Funded Warrants equal to 100% of such Purchaser’s Shares, with an exercise price equal to $1.68, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counselthe Company’s in-house legal counsel, directed to the Purchasers, in form and substance reasonably satisfactory acceptable to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantPrefunded Warrants, if applicable), registered in the name of such Purchaser; (v) (A) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Prefunded Warrant Shares, if applicable, with an exercise price equal to $0.649 per share, subject to adjustment therein, which warrant shall have a term of five (5) years and (B) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Prefunded Warrant Shares, if applicable, with an exercise price equal to $0.649 per share, subject to adjustment therein, which warrant shall have a term of two and one-half (2.5) years; (vi) if applicable, for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers such Purchaser’s aggregate exercise price of the Pre-Funded Prefunded Warrants, which amounts shall be paid as and when such Pre-Funded Prefunded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee(s).

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Investor the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the PurchasersCompany’s wire instructions; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaserthe amount as specified below such Investor’s name on the signature page of this Agreement and next to the heading “Subscription Amount for Shares” divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such PurchaserInvestor; (iv) a Common Warrant issued to such Investor to purchase up to a number of shares of Common Stock (or Pre-Funded Warrants in lieu thereof) equal to approximately 96.7868% of such Investor’s Shares and, if applicable, Pre-Funded Warrant Shares, with an exercise price equal to $3.50 per share (or $3.4999 per Pre-Funded Warrant in lieu thereof), subject to adjustment as set forth therein; (v) if applicable, for each Purchaser Investor of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of issued to such Purchaser Investor to purchase up to a number of shares of Common Stock equal to the portion amount as specified below such Investor’s name on the signature page of such Purchaser’s this Agreement and next to the heading “Subscription Amount applicable to for Pre-Funded Warrants Warrants” divided by the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; andPrice; (vi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and (vii) an opinion of Company Counsel, addressed to the Investors and dated as of the Closing Date, in form and substance reasonably satisfactory to the Investors. (b) On or prior to the Closing Date, each Purchaser Investor shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Investor; and (ii) such PurchaserInvestor’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the each Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the Initial Closing, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit B attached hereto; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject as to the penultimate sentence of Section 2.1Initial Closing, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (iv) as to the Oversubscription Closing, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via DWAC Additional Shares as set forth on the Purchaser’s Oversubscription Notice; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001Shares or Additional Shares, as applicable, with an exercise price equal to, as to the Initial Closing, $0.000014.15 and, as to the Oversubscription Closing 125% of the applicable Market Price (subject to the Warrant Price Floor), subject to adjustment therein; andtherein (such Warrant certificate may be delivered within three Trading Days of the applicable Closing Date); (vi) as to the Preliminary Oversubscription Closing, an officer’s certificate setting forth the Company’s compliance with its Representations and Warranties and a bring-down of the Disclosure Schedules and (vii) the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the applicable Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) as to the Initial Closing, this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) to the Escrow Agent, such Purchaser’s Subscription Amount (minusAmount, if applicableas to the Initial Closing, a Purchasers aggregate exercise price of or such Purchaser’s Oversubscription Amount, as to an Oversubscription Closing, by wire transfer to the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with account specified in the Company or its designeesEscrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company U.S. Counsel, in form and substance reasonably satisfactory directed to the Placement AgentAgent and the Purchasers, directed in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) a legal opinion of Company Israeli Counsel, directed to the Placement Agent and the Purchasers, in a form and substance reasonably acceptable to the Placement Agent and the Purchasers; (iv) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares ADSs equal to each Purchaser’s Subscription Amount divided by the Per Share ADS Purchase Price Price, registered in the name of such Purchaser (minus the number of shares of Common Stock ADSs issuable upon exercise of such Purchaser’s Pre-Funded WarrantWarrants, if applicable), registered in the name of such Purchaser; (vvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1if applicable, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion of such difference between (A) the Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share ADS Purchase Price minus $0.00001, and (B) the number of ADS otherwise issuable to the Purchaser that would cause the Purchaser’s beneficial ownership of Ordinary Shares underlying the ADSs to be more than the Beneficial Ownership Limitation with an exercise price equal to $0.000010.001 per ADS, subject to adjustment therein; (vii) the Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel and Cayman Counsel, in form and substance forms reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent Depositary instructing the Transfer Agent Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares ADSs equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser;; and (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Units, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Unit Subscription Amount divided by the Per Share Pre-Funded Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment thereintherein (such Pre-Funded Warrant shall be delivered in pdf form on the Closing Date and such Pre-Funded Warrant certificate shall be delivered no later than three Trading Days following the Closing Date); (vi) such number of Purchase Warrants registered in the name of such Purchaser to purchase up to a number of Class A Ordinary Shares equal to 100% of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, with an exercise price equal to $0.38, subject to adjustment therein (such Purchase Warrant shall be delivered in pdf form on the Closing Date and such Purchase Warrant certificate shall be delivered no later than three Trading Days following the Closing Date); and (vivii) a certificate of the Company’s chief financial officer in a form reasonably acceptable to the Purchasers and the Placement Agent; and (viii) the Preliminary duly executed Lock-Up Agreements; and (ix) the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantPrefunded Warrants, if applicable), registered in the name of such Purchaser; (v) the Lock-Up Agreements, dated as of the date hereof; (vi) for each Purchaser of Pre-Funded Prefunded Warrants pursuant to Section 2.1, a signed Pre-Funded Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Prefunded Warrants divided by the Per Share Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.0001, subject to adjustment therein; ; (vii) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Prefunded Warrant Shares, with an exercise price equal to $1.12 per share, subject to adjustment therein, and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers Purchaser’s aggregate exercise price of the Pre-Funded Prefunded Warrants, which amounts shall be paid as and when such Pre-Funded Prefunded Warrants are exercised for cash), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory directed to the Placement AgentAgent and the Purchasers in a form reasonably acceptable to Company Counsel, directed to the Placement Agent and the Purchasers; (iii) certificates executed by the Company’s wire instructionsChief Financial Officer, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officerand Secretary, directed to the Placement Agent and the Purchasers in form and substance reasonably acceptable to the Placement Agent and the Purchasers; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) a Purchase Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 150% of such Purchaser’s Shares, with an exercise price equal to $1.36, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.01, with an exercise price equal to $0.000010.01, subject to adjustment therein; (vii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (viii) fully executed Lock-Up Agreements from each director and officer of the Company; and (viix) the Preliminary Prospectus and Registration Rights Agreement duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (minus, if applicable, a Purchasers aggregate exercise price of iii) the Pre-Funded Warrants, which amounts shall be paid as and when Registration Rights Agreement duly executed by such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesPurchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock Shares issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001 per Common Share, subject to adjustment therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100% of such Purchaser’s Shares and Pre-Funded Warrant Shares, if applicable, with an exercise price equal to $0.91 per share, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (iviii) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (iiix) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel and Company Israeli Counsel, in the form and substance reasonably satisfactory to the Placement Agent, directed acceptable to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1‎2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock Ordinary Shares issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (viv) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1‎2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001 per Pre-Funded Warrant Share, subject to adjustment therein; and; (viv) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vi) a certificate of the Chief Executive Officer or the President of the Company, in form and substance reasonably satisfactory to the Placement Agent; (vii) a certificate of the Secretary of the Company, in form and substance reasonably satisfactory to the Placement Agent; (viii) Lock-up Agreements, in form and substance reasonably acceptable to the Purchasers, executed by each executive officer and director; and (ix) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions on Company letterhead and executed by the Chief Executive Officer. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel and Company Israeli Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, contemporaneously with the Closing, a copy number of ADSs equal to such Purchaser’s Subscription Amount divided by the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis Per Share Purchase Price via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by per the Per Share Purchase Price (minus the number instructions of shares of Common Stock issuable upon exercise of such Purchaser set forth on such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchasersignature page hereto; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to the portion 50% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001ADSs, with an exercise price equal to $0.000012.80 per ADS, subject to adjustment therein; and (v) a 90-day lock-up agreement (the “Lock-Up Agreements”) from each of the Company’s directors and officers, in a form reasonably acceptable to the Placement Agent and the Purchasers; and (vi) with respect to purchasers in the Preliminary United States of America, the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company via the clearing firm pursuant to the last sentence of Section 2.1, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesCompany; and (iii) with respect to Purchasers in the State of Israel, written confirmation that as of the date of any offer of securities, and as of the Closing Date, they fall within the scope of one of the criteria of Classified Investor pursuant to the First Addendum of the Securities Law, that they are fully aware of the significance of being a Classified Investor pursuant to such criteria and that they have given their consent, in form and substance reasonably satisfactory in all respects to the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the PurchasersAgents; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of in Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares shares of Common Stock equal to each the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Share Pre-Funded Warrant Purchase Price minus $0.00001, with an plus the exercise price equal to $0.00001per Warrant Share underlying such Pre-Funded Warrants, subject to adjustment therein; and; (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vii) an originally signed Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares or Pre-Funded Warrants, as applicable, with an exercise price equal to $[___] per share, subject to adjustment therein; (viii) the duly executed Lock-Up Agreements; (ix) a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, in form and substance reasonably acceptable to the Purchasers and Placement Agents; and (x) a certificate executed by the Secretary of the Company, dated as of the Closing Date, in form and substance reasonable acceptable to the Purchasers and Placement Agents. (b) At the time this Agreement is executed, the Placement Agents shall have received from WithumSmith+Brown, PC a cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus and any issuer free writing prospectus, as defined in Rule 433 under the Securities Act, addressed to the Placement Agents and in form and substance satisfactory in all respects to the Placement Agents, dated as of the date of this Agreement. (c) On or prior to the Closing Date, the Placement Agents shall have received from WithumSmith+Brown, PC a bringdown comfort letter containing statements and information of the type customarily included in accountants’ comfort letters, (i) reaffirming the statements made in the letter furnished by them pursuant to ‎Section 2.2(b), except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date; and (ii) covering certain financial information contained in the Prospectus, addressed to the Placement Agents and in form and substance satisfactory in all respects to the Placement Agents, dated as of the Closing Date. (d) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with respect to the Pre-Funded Warrants, which amounts shall be paid as and when Securities purchased by such Pre-Funded Warrants are exercised for cash)Purchaser, which shall be made available for DVP settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of the Company Counsel, in form and substance reasonably satisfactory to shall have provided the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) Agents and/or each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iviii) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Common Unit Subscription Amount divided by the Per Share Common Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (iv) the Prospectus and Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); and (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable Shares with an exercise price equal to $[ ], subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase a number of Pre-Funded Warrant Shares equal to such Purchaser’s Pre-Funded Unit Subscription Amount divided by the sum of the Per Share Pre-Funded Unit Purchase Price minus plus the exercise price equal to $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)duly executed Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in the form reasonably acceptable to the Purchasers, including, without limitation, a negative assurance letter, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Majority Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or the Chief Financial OfficerOfficer of the Company; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantWarrants, if applicable), registered in the name of such Purchaser; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 125% of the sum of such Purchaser’s Shares and Pre-Funded Warrants on the date hereof, with an exercise price equal to $0.55 per share of Common Stock, subject to adjustment therein; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; and; (vivii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (viii) a duly executed officer’s certificate, in form and substance reasonably satisfactory to the Majority Purchasers; and (ix) a duly executed Secretary’s Certificate, in form and substance reasonably satisfactory to the Majority Purchasers. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form and substance reasonably satisfactory acceptable to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) a legal opinion of Israeli Company Counsel, in a form reasonably acceptable to the Placement Agent; (iv) subject to the sixth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivv) subject to the penultimate sixth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Tranche A Warrant registered in the name of such Purchaser to purchase up to a number of shares Ordinary Shares equal to [50]% of Common Stock such Purchaser’s Shares and Prefunded Warrant Shares; (vii) a Tranche B Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to [50]% of such Purchaser’s Shares and Prefunded Warrant Shares; (viii) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein0.0001; and (viix) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares Common Shares equal to 50.0% of such Purchaser’s Shares, and/or Prefunded Warrants, with an exercise price equal to $2.30, subject to adjustment therein; (vi) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Prefunded Warrant divided by the Per Share Purchase Price minus $0.00001Price, with an a nominal exercise price equal to of $0.00001, subject to adjustment therein0.0001 per Warrant Share; and (vivii) the Preliminary U.S. Prospectus and the U.S. Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the CompanyCompany with the schedules and exhibits thereto current as of each such Closing Date; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit D attached hereto; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares Note with a principal amount equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (viv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion 100% of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Conversion Price minus $0.00001in effect on such Closing Date, with an exercise price equal to $0.00001having a per share Exercise Price as set forth therein, subject to adjustment as provided herein and therein; (v) the Escrow Agreement duly executed by the Company and Escrow Agent with instructions by the Company to the Escrow Agent to deliver funds in the amounts described on Schedule 4.9 directly to Hang With, Inc.; (vi) a certificate of the Principal Executive Officer and Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of each Closing Date, in which such officers shall certify that the conditions set forth in Section 2.3(b) have been fulfilled, and in connection with subsequent Closings following the initial Closing, ratifying the terms of this Agreement as an additional Closing under this Agreement and under the Transaction Documents; and (vivii) Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Preliminary Prospectus Company’s Certificate of Incorporation and bylaws in effect on the Prospectus Closing Date, and (which may be delivered in accordance with Rule 172 under B) the Securities Act)certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement and the Escrow Agreement each duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount by wire transfer or as otherwise permitted under the Escrow Agreement, to the Escrow Agent; and (minusiii) Accredited Investor Questionnaire duly executed by each Purchaser. (c) Anything to the contrary herein notwithstanding, if applicable, a Purchasers aggregate exercise price of any Purchaser may elect to bypass the Pre-Funded Warrants, which amounts shall be paid as escrow arrangement described herein and when such Pre-Funded Warrants are exercised arrange for cash), which shall be made available for DVP settlement its Closing directly with the Company or its designeeswithout employing the Escrow Agent as an intermediary.

Deliveries. (a) On or prior to the each Closing DateDate (except as otherwise indicated), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) as to the First Closing, a legal opinion of Company US Counsel and Company Israel Counsel, substantially in the form of Exhibit D attached hereto and substance shall include an opinion from Company US Counsel that, for purposes of Rule 144, the holding period of the Dilution Shares issuable pursuant to Section 4.17 shall be deemed to have commenced on the First Closing Date, and, as to each subsequent Closing a bring-down opinion reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) as to each Closing, a copy of the Company’s issuance letter to the Transfer Agent and a share certificate issued by the Company evidencing a number of Shares equal to such Purchaser’s applicable Subscription Amount, as to the applicable Closing, divided by the Per Ordinary Share Purchase Price, registered in the name of the Transfer Agent and the Company’s instructions to the Transfer Agent instructing the Transfer Agent to deposit such Shares to such Purchaser’s TASE member account or solely with respect to the Third Closing the US Transfer Agent Israeli account (as provided by such Purchaser pursuant to Section 2.2(b)(iv)); (iv) as to each of the First Closing and the Second Closing, a copy of the Company’s issuance letter to the Transfer Agent, a share certificate evidencing a number of Ordinary Shares equal to 3,458,408 (each amount of such Ordinary Shares, the “First Closing Additional Shares”, the “Second Closing Additional Shares”, respectively, and collectively the “Additional Shares”), registered in the name of the Transfer Agent and the Company’s instructions to the Transfer Agent instructing the Transfer Agent to deposit the Additional Shares to Alpha’s TASE member account (as provided by such Purchaser pursuant to Section 2.2(b)(iv)); provided, however, that, at the election of Alpha, Alpha has the right to receive, in lieu of all or a portion of such Additional Shares, a Debenture which is convertible into a number of Conversion Shares equal to the applicable number of Additional Shares, in which case, as to the First Closing or the Second Closing (as the case may be), the Company shall deliver a Debenture with a principal amount equal to such applicable number of First Closing Additional Shares or Second Closing Additional Shares multiplied by the Per Ordinary Share Purchase Price, registered in the name of Alpha; (v) as to each Closing, a Debenture with a principal amount equal to a portion of such Purchaser’s applicable Subscription Amount (if applicable as provided in Section 2.1(a), Section 2.1(b) or Section 2.1(c) as the case may be), registered in the name of such Purchaser; (vi) as to the Third Closing, a Warrant registered in the name of such Purchaser to purchase up to 49,607,407 Ordinary Shares, with an exercise price equal to NIS 0.72288, subject to adjustment therein; (vii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (viviii) as to the Preliminary Prospectus and First Closing, the Prospectus (which may be delivered in accordance with Rule 172 under Registration Rights Agreement duly executed by the Securities Act)Company. (b) On or prior to the each Closing DateDate (except as otherwise indicated), each Purchaser shall deliver or cause to be delivered to the Company the following: (i) as to the First Closing, this Agreement duly executed by such P▇▇▇▇▇▇▇▇Purchaser; (ii) as to each Closing, such Purchaser’s applicable Subscription Amount by wire transfer to the account specified in writing by the Company; and (iiiii) as to the First Closing, the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount ; and (minus, iv) as to the First Closing and the Second Closing and (if applicable) the Third Closing, a Purchasers aggregate exercise price each Purchaser shall have provided the Company with the full details of its TASE member account to which its respective Shares (that will be registered in the name of the Pre-Funded WarrantsTransfer Agent for the benefit of such TASE member) will be deposited. (v) as to the Third Closing, which amounts each Purchaser shall have provided the Company with the full details required by the US Transfer Agent (in accordance with the Company’s instructions) in order for the US Transfer Agent to be able to issue the applicable ADSs in favor of such Purchaser. (vi) As to the First Closing, Alpha shall have provided the Company with the full details of two of the Board Appointees. (vii) As to the Second Closing, Alpha shall have provided the Company with the full details of the third Board Appointee. All actions to be taken and all documents to be executed and delivered by any party hereto at each Closing shall be paid as deemed to have been taken and when such Pre-Funded Warrants are exercised for cash)executed and delivered simultaneously, which and no action shall be made available for DVP settlement with the Company deemed taken nor any document executed or its designeesdelivered until all have been taken, executed and delivered.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares plus Pre-Funded Warrants pursuant Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to Section 2.1$0.25, subject to adjustment therein; (vi) as to each Purchaser purchasing Pre-Funded Warrants, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.0001, with an exercise price equal to $0.000010.0001, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viviii) the Preliminary Prospectus and the Prospectus (which may be delivered electronically in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers less the aggregate exercise price of the Pre-Funded WarrantsWarrants issuable to such Purchaser hereunder, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cashif applicable), which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Target shall deliver or cause to be delivered to the Purchaser the following: (i) reasonable evidence of issuance of such aggregate number of Target Preferred Shares equal to the Purchaser’s Subscription Amount divided by the Original Issue Price, registered in the name of the Purchaser, which, for greater certainty, may be issued in book-entry form or otherwise uncertificated; (ii) reasonable evidence of issuance of a Target Warrant certificate registered in the name of the Purchaser representing the Target Warrants entitling the Purchaser to purchase up to a number of Class A voting common shares of the Target equal to 100% of the total number of such shares into which the Purchaser’s Target Preferred Shares are convertible on the date of Closing, with an exercise price equal to $12.00, subject to adjustment as set forth therein; and (iii) the Closing Notice, including the Flow of Funds Letter. (b) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed a certificate evidencing (or reasonable evidence of issuance by the Company; (iibook entry, as applicable, of) a legal opinion such aggregate number of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Preferred Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the aggregate number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicableTarget Preferred Shares delivered pursuant to Section 2.2(a)(i), registered in the name of the Purchaser, issued in exchange for such PurchaserTarget Preferred Shares pursuant to the Amalgamation as set forth in the Plan of Arrangement; (vii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Company Warrant certificate registered in the name of such the Purchaser representing the Company Warrants issued in exchange for the Target Warrants delivered pursuant to Section 2.2(a)(ii) pursuant to the Amalgamation as set forth in the Plan of Arrangement, entitling the Purchaser to purchase up to a number of shares Common Shares equal to 100% of the total number of Common Stock equal to Shares into which the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by Company Preferred Shares are convertible on the Per Share Purchase Price minus $0.00001date of Closing, with an exercise price equal to $0.0000112.00, subject to adjustment as set forth therein; and (viiii) the Preliminary Prospectus and Registration Rights Agreement duly executed by the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Company. (bc) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company and the Target, the following: (i) this the Registration Rights Agreement duly executed by such P▇▇▇▇▇▇▇▇the Purchaser; (ii) the Purchaser’s counter-signature to the Company Warrant described in Section 2.2(b)(ii); (iii) the Purchaser’s Subscription Amount; and (iiiv) such the Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price certificate of the Pre-Funded Warrants, which amounts shall be paid accredited investor status required under appliable Canadian and United States securities laws as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.provided in Exhibit D.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) a legal opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Canadian counsel to the Company substantially in form and substance reasonably satisfactory to the Placement Agent; (iv) a cold comfort letter addressed to the Placement Agent, from ▇▇▇▇▇▇ LLP. in a form and substance reasonably satisfactory in all respects to the Placement Agent; (v) a cold comfort letter addressed to the Placement Agent, from Davidson & Company LLP in a form and substance reasonably satisfactory in all respects to the Placement Agent; (vi) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ivvii) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (vviii) a Purchase Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100% of such Purchaser’s Shares and/or 100% of such Purchaser’s Pre-Funded Warrants, with an exercise price, in each case, equal to $0.23 per share, subject to adjustment therein; (ix) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.01, with an exercise price equal to $0.000010.01, subject to adjustment therein; (x) on the date hereof, the duly executed Lock-Up Agreements; and (vixi) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent Agents and the Purchasers, in a form reasonably acceptable to the Placement Agents and Purchasers and their respective counsel; (iii) if the Subscription Amount is to be paid in cash, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and instructions executed by the Chief Executive Officer or Chief Financial OfficerChairman; (iv) subject if the Subscription Amount is to be paid in USDT and or USDC, the penultimate sentence Company shall have provided each Purchaser with a wallet address, in the name of Section 2.1Sol Equity Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (the “Custodial Account”); (v) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system basis, in book entry form (“DWAC”unless otherwise requested by the Purchasers), (A) a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; ; (vB) for each Purchaser a number of Pre-Funded Stapled Warrants pursuant equal to Section 2.1such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a Purchaser; and (C) as applicable, the proper number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided Warrants, registered in the name of each respective Purchaser receiving Pre-Funded Warrants. (vi) evidence regarding the effective formation of the Company’s wholly owned subsidiary entity; (vii) the Registration Rights Agreement, Strategic Advisor Agreement, and Consulting Agreement, each duly executed by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment thereinCompany; and (viviii) the Preliminary Prospectus and delivery of the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)Board of Directors’ nomination materials. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; (iii) if the Subscription Amount is to be paid in cash, to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified by the Company; and (minusiv) if the Subscription Amount is to be paid in USDT or USDC to the Custodial Account, if applicable, a Purchasers aggregate exercise price such Purchaser’s Subscription Amount by transfer of the PreNon-Funded WarrantsCash Amount to the Custodial Account. (c) On or prior to the Closing Date, which amounts each Purchaser shall deliver or cause to be paid as and when delivered to the Escrow Agent such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with Purchaser’s Subscription Amount by wire transfer to the Company or its designeesEscrow Agent to the account specified by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit C attached hereto addressed to the Purchasers and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Class A Unit Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1Units, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants Unit Subscription Amount divided by the Per Share Pre-Funded Unit Purchase Price minus $0.00001Price, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vi) a Purchase Warrant registered in the name of each such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the aggregate number of Shares and the Pre-Funded Warrant Shares underlying the Pre-Funded Warrants initially issuable on the date hereof, if any, purchased by such Purchaser with an exercise price equal to $ , subject to adjustment therein; and (vivii) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 promulgated under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; andPurchaser; (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of with regard to the Pre-Funded WarrantsWarrants purchased by such Purchaser, which amounts shall be paid if any, by wire transfer to the account specified by the Company in Section 2.2(a)(iii) above, or as otherwise agreed by the Company and when the Placement Agent; and (iii) such Pre-Funded Warrants are exercised for cash)Purchaser’s Subscription Amount with regard to the Shares purchased by such Purchaser, which shall be made available for DVP “Delivery Versus Payment” settlement with the Company or its designeesdesignee.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasersof Exhibit D attached hereto; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) basis, a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable)Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (v) for each a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of such Purchaser’s Shares plus Pre-Funded Warrants pursuant Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants, if applicable, with an exercise price equal to Section 2.1$4.60 subject to adjustment therein; (vi) as to each Purchaser purchasing Pre-Funded Warrants, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to a Pre-Funded Warrants Warrant divided by the Per Share Purchase Price minus $0.000010.001, with an exercise price equal to $0.000010.001, subject to adjustment therein; (vii) the Registration Rights Agreement, duly executed by the Company; and (viviii) on the Preliminary Prospectus and date hereof, the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act)duly executed Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such PPurchaser; (ii) the Registration Rights Agreement duly executed by such ▇▇▇▇▇▇▇▇▇; and (iiiii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of by wire transfer to the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with account specified in writing by the Company or its designeesCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, an originally signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.001, subject to adjustment therein; (iii) an originally signed Common Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 100% of such Purchaser’s Shares (and Pre-Funded Warrant Shares underlying such Purchaser’s Pre-Funded Warrant, if applicable) with an exercise price equal to $0.64 per Common Warrant Share, subject to adjustment therein; (iv) legal opinion opinions of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iiiv) the duly executed Lock-Up Agreements; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (ivvii) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of Shares set forth on such Purchaser’s Pre-Funded Warrant, if applicable)signature page hereto, registered in the name of such Purchaser; (v) for each Purchaser and free and clear of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment thereinall restrictive and other legends; and (viviii) the Preliminary Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash)Amount, which shall be made available for DVP settlement with the Company or its designees.