Common use of Deliveries Clause in Contracts

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 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; (ix) 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the Warrant Agency Agreement duly executed by filing and acceptance of the parties theretoCertificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Preferred Stock Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing Transfer Agent is duly appointed as the transfer agent and acceptance of conversion agent for the Certificate of Designation from the Secretary of State of DelawarePreferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letterparagraph, substantially in the form of Exhibit A attached hereto and as substance reasonably satisfactory to the Closing Date Representative, and as to each Option Closing Date, if any, a bring-down opinion opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) 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 heretoand substance reasonably satisfactory to the Representative; (x) 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 heretoand substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The At the Closing, the Company shall deliver or cause to Cryogen certificates representing the Shares to be delivered issued to Cryogen at the Closing against delivery of a counterpart executed by Cryogen of each Underwriter of the License Agreement, the Development Agreement and such assignments, bills of sale and other instruments as shall be necessary to evidence the assignment, transfer, conveyance and delivery to the Company of the Contributed Assets, the Contributed Clinical Development Products, the Purchased Molds Contracts and the Development Raw Materials and the assumption by the Company of the CryoCor Employee Liabilities (if applicableas defined below), the Raw Materials Liability (as defined below), and the liabilities and obligations under the Purchased Mold Contracts (the “Assignment and Assumption Documents”). In addition, within seven (7) days following the following: Closing, the Company shall (i) At pay the Closing Date, sum of $[…***…] in cash to Cryogen as reimbursement for amounts actually heretofore paid by Cryogen to the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts vendors of the several Underwriters; Purchased Molds Contracts under the terms of the Purchased Molds Contracts; (ii) At pay to Cryogen the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system purchase price for the accounts of the several Underwriters; Development Raw Materials (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 estimated as of the date hereof to be approximately $[…***…]) (the “Raw Materials Liability”), which such purchase price shall be invoiced by Cryogen to the Company promptly after the Closing; and (iii) reimburse Cryogen for the fees, costs and expenses charged by Trinet Employer Group, Inc. (“Trinet”) and actually paid or payable by Cryogen with respect to each of this Agreementthe CryoCor Employees (as such term is defined in Section 6.3(a) hereof), including, costs and a bring-down letter dated as expenses for payroll, payroll taxes, administrative fees, overtime and benefits charged by Trinet, for the period beginning 12:00 p.m. California time on August 4, 2000 through the date of the Closing Date (the “CryoCor Employee Liabilities”), which such fees, costs and each Option Closing Dateexpenses will be invoiced by Cryogen to the Company promptly after the Closing. Notwithstanding the foregoing, if any; (ix) On for purposes of this Section 2.1(b), “CryoCor Employees” shall not be deemed to include any CryoCor Employee who elects not to become an employee of 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsCompany.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance reasonably satisfactory to the Closing Date Representative 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B B-1 attached hereto; (x) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C B-2 attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company a) Deliveries shall deliver be made in the ports or cause terminals agreed by both parties,by cartank or by barge where this service is available. Buyer or its agent shall notify the Seller of the final requirements at least five(5) working days in advance, and provide a confirmation at least seventy-two (72) hours for deliveries by cartank and forty-eight (48) hours for deliveries by barge (excluding days that are not working days) prior to the time of requested delivery. Such notice and confirmations shall specify the port, the name of the terminal,the name of the vessel,the name of the agent, IMO number, method of delivery, and the requested place and time of delivery, confirming the kind and quantity of marine fuels. For deliveries by cartanks dead freight will be charged when the order is less than the capacity of the vehicle and charging freight "standbye" when vehicles are required to be delivered waiting more than 12 hours to deliver. Deliveries shall be made during regular business hours observed in the particular port unless required at other times permitted by local regulations, case in which the Buyer shall pay any extra expenses incurred. Vessels shall be bunkered in turns, and Seller or its provider shall not be liable for any losses or demurrage incurred by Buyer due to any delay in the Delivery of marine fuels due to any circumstances or prevailing conditions that are not within the control of Seller. When deliveries are made by barge, the Buyer shall, without charge, immediately furnish a clear and safe berth alongside vessel's receiving lines. Deliveries made in Terminals or by barge may not be done when a clear and safe berth is available in the Seller or its provider’s opinion. Buyer shall make all connections and disconnections of the delivery hose to the vessel. If the vessel calls a port only to buy marine fuels, it shall maintain the Seller informed, every eight (8) hours of its ETA, in order to coordinate the service and avoid delays. Buyer shall inform the Seller of it’s intention to make a bunkers-only stop when ▇▇▇▇▇ asking for a quotation. If ▇▇▇▇▇ does not inform Seller of such intention, Buyer shall not hold Seller responsible for any delays or extra costs. b) Deliveries shall be complete, and the title and the risk of loss shall pass and belong to the Buyer, as the marine fuel reaches the flange connecting Seller's delivery hose to the receiving vessel's manifold. Each delivery is deemed to represent a separate contract. If there is a delay caused by Buyer for any reason in a delivery or in the use of barge facilities or a vacant terminal, the Buyer will be required to reimburse the Seller for any expenses incurred by the Seller due to any such delay. c) Buyer guarantees that each Underwriter vessel will be properly crewed, equipped, maintained and operated in compliance with applicable regulations, so as to avoid leakage, spillage, overflow or water or land pollution. Effective communication between the receiving vessel and the Seller's delivery personnel shall be constantly maintained during the entire bunkering operation. ▇▇▇▇▇ assumes full responsibility for the direction of pumping. Buyer shall indemnify and hold the Seller harmless against any losses, damages (if applicable) including damage to the following: vessel and/or to the barge), costs and reasonable attorney's fees that the Seller or its providers may have incurred or for which they may become liable either: (i) At the Closing Dateas a result of any claim, the Closing Shares andaction, as suit, trial, fine, tax, or charge of a similar nature instituted by anyone, including public authorities and corporations, due to each Option Closing Dateany leakage, if anyspillage, the applicable Option Sharesoverflow, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts water or land pollution, except when such losses, damage, costs and expenses arise out of the several Underwriters; a wrongful or negligent act or omission of Seller or its providers; or (ii) At arising out of the Closing Datewrongful or negligent acts or omissions of Buyer or its vessel associated with any activities hereunder. d) If an escape, leakage, discharge, spillage, overflow or water or land pollution by marine fuel (hereinafter referred to as "spill") occurs during delivery to the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit Buyer, Buyer will take such action as is reasonably necessary to immediately stop the spill and to remove the marine fuel and mitigate the effects of such spill. However, notwithstanding the cause of such spill, Seller is hereby authorized, at its option, upon notice to the Buyer or Withdrawal at Custodian system Buyer's agent for the accounts of the several Underwriters; (iii) At the Closing Datereceiving vessel, the Closing Warrants andto incur in such expenses when considered as reasonably necessary, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 judgement of Exhibit A attached hereto Seller or its providers, and as or ordered by any authority in order to remove the Closing Date marine fuel and as mitigate the consequences of such spill. Buyer shall promptly reimburse Seller for any amounts paid by ▇▇▇▇▇▇ on ▇▇▇▇▇'s behalf associated with a spill for which the Buyer is later proven to each Option Closing Datebe responsible. ▇▇▇▇▇ agrees to cooperate fully with Seller in the prevention, if anyrecovery and investigation associated with a spill. e) In the event of a breach by buyer of its payments obligations, a bring-down opinion from Company Counsel seller at its discretion may suspend deliveries until the buyer is in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory good standing in all respects to the Representative from the Company Auditor dated 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; (ix) 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreementsits financial obligations.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Units, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Units and Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iviii) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiv) 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 substance satisfactory in all respects to the Representative 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit B attached heretoRepresentative; (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit C attached hereto; andRepresentative; (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (ix) Such other certificates, opinions or documents as the Underwriters and Underwriters’ counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance reasonably satisfactory to the Closing Date Representative 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On At the Closing Date and on at each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form required by Exhibit B B-1 attached hereto; (x) On At the Closing Date and on at each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C B-2 attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.;

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the customary form of Exhibit A attached hereto and as reasonably acceptable to the Closing Date Representative, and as to each Option Closing Date, if any, a bring-down opinion opinions from Company Counsel in form and substance reasonably satisfactory to the RepresentativeRepresentative and, includingwith respect to the Subsidiaries, without limitation, a negative assurance letter, the favorable opinions of foreign legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to counsel for the Representative; (viiid) Contemporaneously herewithwith the execution of this Agreement, 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixe) On the Closing Date and on each Option Closing Date, a duly executed and delivered certificate of the Chief Executive Officer and Chief Financial Officer of the Company, in customary form reasonably acceptable to the Representative; (f) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the Secretary of the Company, substantially in customary form reasonably acceptable to the form required by Exhibit B attached heretoRepresentative; (x) 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 (xig) Contemporaneously herewith, the Lock-Up Agreements, duly executed and delivered by the Lock-Up AgreementsParties; and (h) Such other certificates, opinions or documents as the Representative may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the Warrant Agency Agreement duly executed by filing and acceptance of the parties theretoCertificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Preferred Stock Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of Preferred Stock Agency Agreement duly executed by the Certificate of Designation from the Secretary of State of Delawareparties thereto; (vii) 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 C attached hereto and as to the Closing Date hereto, and as to each Option Closing Date, if any, a bring-down opinion and negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by set forth on Exhibit B F attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by set forth on Exhibit C G attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Over-Allotment Closing Date, if any, the applicable Option Over-Allotment Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts legal opinions of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing Cayman Counsel and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of U.S. Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letterletter from U.S. Company Counsel addressed to the Underwriters, substantially in form and substance reasonably satisfactory to the form of Exhibit A attached hereto Representatives, and as to the Closing Date and as to at each Option Over-Allotment Closing Date, if any, a bring-down opinion from Cayman Counsel and U.S. Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the RepresentativeRepresentatives; (viiiiii) Contemporaneously herewith, a cold comfort letterletters, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Company Auditor dated as of the date of this Agreement, Agreement and a bring-down letter letters dated as of the Closing Date and each Option Over-Allotment Closing Date, if any; (ixiv) On the Closing Date and on each Option Over-Allotment Closing Date, the duly executed and delivered Officer’s CertificateCertificates, each substantially in the form required by Exhibit B attached heretoand substance reasonably satisfactory to the Representatives; (xv) On the Closing Date and on each Option Over-Allotment Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached heretoand substance reasonably satisfactory to the Representatives; and (xivi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares of Common Stock shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Investor Warrants and, as to each Option Closing Preferred Shares shall be Date, if any, the applicable Option Warrants in the form requested in writing by the applicable Underwriter at least one Business Day prior to the Closing Date and, if any, each Option Closing Date, which form may be: (i) certificated form registered in the name or names and in such authorized denominations as request by the applicable Underwriter, or (ii) delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the Closing Underwriter’s Warrants and, as issuable pursuant to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersSection 2.3; (ivd) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in form and substance reasonably satisfactory to the form of Exhibit A attached hereto Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiie) At the Closing Date and at each Option Closing Date, the duly executed and delivered opinion (addressed to the Underwriters) of each of Company Counsel, and of IP Counsel for the Company with respect to certain intellectual property matters, dated as of the Closing Date and each Option Closing Date, if any, and in form and substance reasonably satisfactory to the Representative; (f) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit B attached heretoRepresentative; (xh) On the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form and substance satisfactory to the Representative; (i) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit C attached hereto; andRepresentative; (xij) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsAgreements in the Form attached hereto as Exhibit A; and (k) Such other certificates, opinions or documents as the Underwriters and S&W may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Pre-Funded Warrants in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one (1) Business Day prior to the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersDate; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit in certificated form registered in the name or Withdrawal names and in such authorized denominations as the applicable Underwriter may request in writing at Custodian system for least one (1) Business Day prior to the accounts of the several UnderwritersClosing Date and, if any, each Option Closing Date; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; a (vi) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance satisfactory to the Closing Date Representative and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the RepresentativeCounsel, including, without limitation, a negative assurance letterletter of Company Counsel, addressed to the Underwriters and in form and substance satisfactory to the Representative, and (ii) legal opinion of C▇▇▇▇▇ Counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative and as to each Option Closing Date, if any, a bring-down opinion from Cayman Counsel, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) 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 heretosatisfactory to the Representative and PC addressed to the Representative; (xvii) 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 heretosatisfactory to the Representative and PC, addressed to the Representative; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) 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 A-1 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, including, without limitation; (vii) At the Closing Date, a negative assurance letter, letter from Company Counsel addressed to the Underwriters Underwriters, substantially in the form of Exhibit A-2 attached hereto 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; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Pre-Funded Warrants in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one (1) Business Day prior to the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersDate; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit in certificated form registered in the name or Withdrawal names and in such authorized denominations as the applicable Underwriter may request in writing at Custodian system for least one (1) Business Day prior to the accounts of the several UnderwritersClosing Date and, if any, each Option Closing Date; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; a (vi) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance satisfactory to the Closing Date Representative and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the RepresentativeCounsel, including, without limitation, a negative assurance letterletter of Company Counsel, addressed to the Underwriters and in form and substance satisfactory to the Representative, (ii) legal opinion of ▇▇▇▇▇▇ Counsel addressed to the Underwriters, in form and substance satisfactory to the Representative and as to each Option Closing Date, if any, a bring-down opinion from Cayman Counsel, addressed to the Underwriters and in form and substance satisfactory to the Representative, and (iii) legal opinion of PRC Counsel addressed to the Underwriters, in form and substance satisfactory to the Representative and as to each Option Closing Date, if any, a bring-down opinion from PRC Counsel, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) 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 D attached hereto; (xvii) 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 E attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company (a) Deliveries of Products at all locations, other than by railcar, shall deliver be deemed to have been delivered on the date recorded on each bill of lading or cause delivery ticket issued by the designated carrier, transporter or storage facility. Delivery by railcar shall be defined as occurring when the delivering railroad notifies the receiving facility that the railcar is available to be switched into the receiving facility (constructive placement), or when such railcar is actually switched into such facility (actual placement), whichever is earlier. Unless otherwise specified in the Special Provisions of a Contract, all deliveries shall be FOB at the Point of Delivery. If a Contract provides for a time window for the Scheduled Delivery Time, then any deliveries occurring within that time window shall be considered to be deliveries at the Scheduled Delivery Time. If a Contract provides for multiple deliveries, Buyer shall make reasonable efforts to take ratable deliveries of the volumes set forth in the Contract at regular intervals during the delivery period. As used herein, the term “FOB” shall (i) for waterborne deliveries and subject to the Marine Provisions, have the meaning given to it in Incoterms® 2010, except as may be modified herein and (ii) for deliveries by pipeline, truck, or railcar, have the meaning given to it in Article 2 of the Uniform Commercial Code as adopted by the State of New York, except as may be modified herein. (b) For Products specified to be delivered by pipeline, into, out of, or in-tank, Seller or Buyer, as applicable, shall make nominations in accordance with the standard operating procedures of the relevant pipeline operating company or storage company. If delivery is made to each Underwriter or from a pipeline or storage company and a Party (if applicable“X”) fails to make or take delivery as required by the following:Contract or otherwise conform to a pipeline tariff, the damages recoverable by the other Party (“Y”) shall include any demurrage, penalties, or fees assessed for such failure by the pipeline operating company or storage company. Any such damages shall be paid by X to Y in accordance with Section 9 following the delivery of a notice containing a pipeline or storage company charge statement to X reflecting such damages. (ic) At Buyer shall nominate a carrier to receive the Closing DateProducts at each Point of Delivery and arrange for all transportation of Products from Seller’s Point of Delivery location to Buyer’s locations. All carriers nominated by Buyer must comply with the requirements of the terminal where the Point of Delivery is located and must be pre-approved by the terminal operator to enter the Point of Delivery location. Buyer agrees that the carriers’ contracts between Buyer and carrier for petroleum transport shall include provisions requiring compliance with requirements of Seller and the terminal operator for entry to the Point of Delivery locations listed in the Contract, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares including insurance requirements. Buyer’s receipt of Products shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for made within the accounts normal business hours of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts Point of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 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; (ix) 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsDelivery.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance reasonably satisfactory to the Closing Date Representative and as to each Option Closing Date, if any, a bring-down opinion and negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivi) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form required by Exhibit B E attached hereto; (xviii) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C F attached hereto; (ix) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Intellectual Property Certificate, substantially in the form required by Exhibit F attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance reasonably satisfactory to the Closing Date Representative 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Prior Company Auditor dated and the Company Auditor dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by set forth on Exhibit B F attached hereto; (x) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by set forth on Exhibit C G attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iviii) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viv) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing Date and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the on each Option 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, including, without limitation; (v) At the Closing Date and on each Option Closing Date, a negative assurance letter, legal of IP Counsel addressed to the Underwriters and Underwriters, in form and substance reasonably satisfactory to the Representative; (viiivi) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in form and substance reasonably satisfactory to the form required by Exhibit B attached heretoRepresentative; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in form and substance reasonably satisfactory to the form required by Exhibit C attached heretoRepresentative; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, (i) the Closing Shares included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters and (ii) the Closing Pre-Funded Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Pre-Funded Warrants, which Pre-Funded Warrants shall be delivered by the Company to the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the executed Representative’s Warrant Agreement(s) shall be issued in the name or names and in such authorized denominations as the Representative may request; (d) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form dated as 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form required by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Underwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit Warrants in certificated form registered in the name or Withdrawal names and in such authorized denominations as the applicable Underwriter may request in writing at Custodian system for least two full Business Days prior to the accounts of the several UnderwritersClosing Date; (iii) At the Closing Date, to the Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 3% of the Closing Shares and Pre-Funded Warrants and, as to each Option issued on the Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts account of the several UnderwritersRepresentative (or its designees), which Warrant shall have an exercise price of $ , subject to adjustment therein, and registered in the name of the Representative, which Warrants shall be exercisable immediately, and have a term of exercise expiring on the three year anniversary of the effective date of the Registration Statement and shall be in the form of Exhibit E-3 attached hereto; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing DateContemporaneously herewith, 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 RepresentativeRepresentative to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters Representative and in form and substance satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date Contemporaneously herewith and on each Option the Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xvii) On the Closing Date Contemporaneously herewith and on each Option the Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iviii) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (viv) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance reasonably satisfactory to the Closing Date Representative 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative and (ii) a legal opinion of IP Company Counsel including, without limitation, a negative assurance letter, in form and substance reasonably satisfactory to the Representative and as to each Option Closing Date, if any, a bring-down opinion from IP Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, in form and substance reasonably satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On At the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B A attached hereto; (xvii) On At the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C B attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iviii) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiv) 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 substance satisfactory in all respects to the Representative 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 RepresentativeRepresentative 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; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit B attached heretoRepresentative; (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit C attached hereto; andRepresentative; (xiviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Intellectual Property Certificate, in form and substance satisfactory to the Representative; (ix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (x) Such other certificates, opinions or documents as the Underwriters and Underwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares including in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the executed Representative’s Warrant Agreement(s) shall be issued in the name or names and in such authorized denominations as the Representative may request; (d) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A G attached hereto and hereto, dated as to of the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions and negative assurance letters from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered legal opinion and negative assurance letter of Special Nevada Counsel for the Company with respect to certain matters related to Nevada law, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (f) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (g) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xi) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (j) On the Closing Date and on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Underwriters; and (xik) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares Securities and, as to each Option Closing Date, if any, the applicable Option SharesSecurities, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, (including, without limitation, a negative assurance letterletter or statement) addressed to the Underwriters, 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 opinions and assurances from Company Counsel Counsel, in each case in form and substance reasonably satisfactory to EGS; c) At the RepresentativeClosing Date, including, without limitation, a negative assurance letter, legal opinion of PRC Counsel addressed to the Underwriters Underwriters, and as to the Closing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from PRC Counsel, in each case in form and substance reasonably satisfactory to the RepresentativeEGS; (viiid) At the Closing Date, legal opinion of Cayman Counsel addressed to the Underwriters, and as to the Closing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from Cayman Counsel, in each case in form and substance reasonably satisfactory to EGS; e) Contemporaneously herewithwith the execution hereof, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative EGS, from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixf) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officer’s Certificate, substantially in customary form and substance reasonably satisfactory to the form required by Exhibit B attached heretoRepresentatives; (xg) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, substantially in customary form and substance reasonably satisfactory to the Representatives; h) On the Closing Date and on each Option Closing Date, a duly executed Chief Financial Officer’s Certificate, in customary form required by Exhibit C attached hereto; andand substance reasonably satisfactory to the Representatives; (xii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and j) Such other certificates, opinions or documents as the Underwriters and EGS may have reasonably requested in writing in advance of the Closing (including good standing or similar certificates for the Company and its Subsidiaries).

Deliveries. The Company (a) On the Closing Date, Enstar shall deliver or cause to be delivered to: (i) CPPIB the CPPIB Closing Payment by wire transfer of immediately available funds to an account or accounts designated by CPPIB on Schedule 2 (the “CPPIB Closing Payment Account”); (ii) CPPIB a certificate signed by a duly authorized officer of Enstar certifying that the conditions set forth in Sections 2.4(b)(i) and (ii) have been satisfied; (iii) CPPIB LP the CPPIB LP Closing Payment by wire transfer of immediately available funds to an account or accounts designated by CPPIB LP on Schedule 2 (the “CPPIB LP Closing Payment Account”); and (iv) CPPIB LP a certificate signed by a duly authorized officer of Enstar certifying that the conditions set forth in Sections 2.4(c)(i) and (ii) have been satisfied. (b) On the Closing Date promptly after receipt of the CPPIB Closing Payment into the CPPIB Closing Payment Account, CPPIB shall deliver or cause to be delivered to each Underwriter (if applicable) Enstar the following: (i) At duly executed share transfer forms in favor of Enstar for the Closing Date, transfer of all of the Closing CPPIB Subject Shares and, in the form attached as to each Option Closing DateExhibit A hereto and any certificates representing such Shares or, if anyany of such Shares are not certificated and are held in street name by a broker for CPPIB, CPPIB shall cause its broker to deliver such Shares to American Stock Transfer & Trust Company as Enstar’s transfer agent, through the applicable Option Shares, which shares shall be delivered via The facilities of the Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;Company’s DWAC system; and (ii) At a certificate signed by a duly authorized officer of CPPIB certifying that the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;conditions set forth in Sections 2.4(a)(i) and (ii) have been satisfied with respect to CPPIB. (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 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; (ixc) On the Closing Date and on each Option promptly after receipt of the CPPIB LP Closing DatePayment into the CPPIB LP Closing Payment Account, CPPIB LP shall deliver or cause to be delivered to Enstar the following: (i) duly executed and delivered Officer’s Certificate, substantially share transfer forms in favor of Enstar for the transfer of all of the CPPIB LP Shares in the form required attached as Exhibit A hereto and any certificates representing such Shares or, if any of such Shares are not certificated and are held in street name by Exhibit B attached hereto; (x) On a broker for CPPIB LP, CPPIB LP shall cause its broker to deliver such Shares to American Stock Transfer & Trust Company as Enstar’s transfer agent, through the Closing Date and on each Option Closing Date, facilities of the duly executed and delivered SecretaryDepository Trust Company’s Certificate, substantially in the form required by Exhibit C attached heretoDWAC system; and (xiii) Contemporaneously herewith, a certificate signed by a duly authorized officer of CPPIB LP certifying that the duly executed conditions set forth in Sections 2.4(a)(i) and delivered Lock-Up Agreements(ii) have been satisfied with respect to CPPIB LP.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Pre-Funded Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance reasonably satisfactory to the Closing Date Representative 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viiivi) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a warrant to purchase up to a number of shares of Common Stock equal to 3.0% of the Closing Shares, Pre-Funded Warrants and Option Shares, if any, issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which warrant shall have an exercise price of $[____], subject to adjustment therein, and registered in the name of the Representative, in form reasonably acceptable to the Representative; (vii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) On At the Closing Date and on at each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially Officers’ Certificate in form and substance satisfactory in all respects to the form required by Exhibit B attached heretoRepresentative; (xix) On At the Closing Date and on at each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially Certificate in form and substance satisfactory in all respects to the form required by Exhibit C attached heretoRepresentative; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to Date and each Option Closing Date, if any, to the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts Representative only, a warrant to purchase up to a number of shares of Common Stock equal to 8.0% of the several Underwriters; Closing Shares and Option Shares, if any, (ivthe “Underwriter Warrant”) At the issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Underwriter Warrant Agency Agreement duly executed by shall have an exercise price of $[____]2, subject to adjustment therein, and registered in the parties thereto;name of the Representative; 2 125% of the public offering price (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiii) 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 substance satisfactory to the Closing Date Representative, and as to each Option Closing Date, if any, a bring-down opinion opinion, including, without limitation, a negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the Representative, includingand at the Closing Date and each Option Closing Date, without limitationif any, a negative assurance letterlegal opinion of Company IP Counsel, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viiiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form required by Exhibit B attached hereto; (xvi) 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 (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least two Business Day prior to the Closing Date and, if any, each Option Closing Date; (iii) The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts conditional acceptance of the several UnderwritersToronto Stock Exchange to the terms of the Offering; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) 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; (xvii) 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 (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Common Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Pre-Funded Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one (1) full Business Day prior to the Closing Date; (iv) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of Common Shares equal to the sum of 5.0% of the Closing Shares plus the Common Shares underlying the Pre-Funded Warrants, if any, and Option Shares issued on such Closing Date and Option Closing Date (the "Representative Warrant"), as applicable, in certificated form registered in the name of the Representative (or its designees), which Representative Warrant shall have an exercise price of $____, subject to adjustment therein, otherwise on substantially the same terms as the Common Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance reasonably acceptable to the Closing Date Representative, and as to each Option Closing Date, if any, a bring-down opinion opinion, including, without limitation, a negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the RepresentativeRepresentative and at the Closing Date and each Option Closing Date, includingif any, without limitation, a negative assurance letter, addressed the favorable opinions of intellectual property and regulatory legal counsel to the Underwriters and Company, in form and substance reasonably satisfactory to the Representative; (viiivii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (viii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officers' Certificate, substantially in the form required by Exhibit B attached hereto; (ix) 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; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s 's Certificate, substantially in the form required by Exhibit C attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit in certificated form registered in the name or Withdrawal names, and in such authorized denominations, as the applicable Underwriter may request in writing at Custodian system for least one Business Day prior to the accounts of the several Underwriters;Closing Date and, if any, each Option Closing Date (iviii) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing DateContemporaneously herewith, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A B attached hereto hereto, and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiiv) Contemporaneously herewith, a cold comfort letterletter from the Company Auditor, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Company Auditor Representative, dated 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, from the Company Auditor, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative; (ixv) On Contemporaneously herewith, a legal opinion of IP Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit C attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion from IP Company Counsel addressed to the Underwriters and in form and substance reasonably satisfactory to the Representatives; (vi) Contemporaneously herewith, on the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s 's Certificate, substantially in the form required by Exhibit B D attached hereto; (x) 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 (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (viii) Contemporaneously herewith, on the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary's Certificate, substantially in the form required by Exhibit E attached hereto.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares including in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the executed Representative’s Warrant Agreement(s) shall be issued in the name or names and in such authorized denominations as the Representative may request; (d) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form dated as of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions and negative assurance letters from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered legal opinion and negative assurance letter of Special Nevada Counsel for the Company with respect to certain matters related to Nevada law, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (f) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (g) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Regulatory Counsel for the Company, with respect to certain regulatory matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (h) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixi) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xj) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (k) On the Closing Date and on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Underwriters; and (xil) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the Warrant Agency Agreement duly executed by filing and acceptance of the parties theretoCertificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Preferred Stock Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of Preferred Stock Agency Agreement duly executed by the Certificate of Designation from the Secretary of State of Delawareparties thereto; (vii) 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 C attached hereto and as to the Closing Date hereto, and as to each Option Closing Date, if any, a bring-down opinion and negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by set forth on Exhibit B F attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by set forth on Exhibit C G attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Series C Warrants and the Closing Series D Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance reasonably satisfactory to the Closing Date Representative and the favorable opinion of intellectual property legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion opinion, including, without limitation, a negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, Representative and the bring-down opinion of intellectual property legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivi) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B F attached hereto; (xviii) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C G attached hereto; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company (“DTC”) Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for book entry with the accounts of Transfer Agent in accordance with instructions provided by the several Underwriters; (iii) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (iv) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, (i) a legal opinion and bring-down opinion, as applicable, 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 RepresentativeRepresentative and previously agreed to, (ii) a legal opinion and bring-down opinion, as applicable, of the Company’s intellectual property counsel addressed to the Underwriters, in form and substance satisfactory to the Representative and previously agreed to and (iii) the certificates and bring-down certificates of each of the Chief Executive Officer and the Chief Financial Officer and General Counsel of the Company with respect to certain intellectual and regulatory matters and each including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officerofficer’s Certificatecertificate, substantially in the form required agreed to by Exhibit B attached the parties signatory hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretarysecretary’s Certificatecertificate, substantially in the form required agreed to by Exhibit C attached the parties signatory hereto; and; (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (xii) On the Closing Date and on each Option Closing Date, such certificates, in addition to those specifically mentioned herein, as the Representative may have reasonably requested as to the accuracy and completeness of any statement in the Registration Statement, the Prospectus or the Prospectus Supplement, as to the accuracy at the Closing Date and any Option Closing Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Underwriters.

Deliveries. The Company shall deliver or cause to be delivered to each the Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares Units and, as to each Option Closing Date, if any, the applicable Option SharesSecurities, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriter; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts legal opinions of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing Israeli Counsel and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of U.S. Company Counsel addressed to the UnderwritersUnderwriter, including, without limitation, a negative assurance letterletter from Israeli Counsel and U.S. Company Counsel addressed to the Underwriter, substantially in form and substance reasonably satisfactory to the form of Exhibit A attached hereto Underwriter, and as to the Closing Date and as to at each Option Closing Date, if any, a bring-down opinion from Israeli Counsel and U.S. Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the RepresentativeUnderwriter; (viiiiii) Contemporaneously herewith, a cold comfort lettercertificate, addressed to the Underwriters Underwriter and in form and substance satisfactory in all respects to the Representative Underwriter, from the Company Auditor chief financial officer of the Company, dated as of the date of this Agreement, a comfort letter addressed to the Underwriter and a bring-down letter in form and substance satisfactory in all respects to the Underwriter from the Auditor, dated as of the Closing Date and a bring-down letter addressed to the Underwriter and in form and substance satisfactory in all respects to the Underwriter, dated as of each Option Closing Date, if any;, from the Auditor (ixiv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the chief executive office or chief financial officer of the Company, substantially in the form required by Exhibit B attached heretoand substance reasonably satisfactory to the Underwriter; (xv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificatea certificate of the secretary or assistant secretary of the Company, substantially in the form required by Exhibit C attached hereto; andand substance reasonably satisfactory to the Underwriter; (xivi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; (vii) At the Closing Date, legal opinions of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP addressed to the Underwriter, including, without limitation, a negative assurance letter from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP addressed to the Underwriter, substantially in form and substance reasonably satisfactory to the Underwriter, and at each Option Closing Date, if any, a bring-down opinion from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP in form and substance reasonably satisfactory to the Underwriter; and (viii) On the Closing Date, duly executed copies of the Warrants.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the executed Representative’s Warrant Agreement(s) shall be issued in the name or names and in such authorized denominations as the Representative may request; (d) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form dated as 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form required by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Underwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to the applicable Representative only, a Warrant to purchase up to a number of Ordinary Shares equal to 7.0% of the Closing Shares and Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system Shares issued on such Closing Date and Option Closing Date, as applicable, for the accounts account of the several UnderwritersRepresentative (or its designees), which Warrant shall have an exercise price of $____, subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Closing Warrants. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days beginning on the date of commencement of sales of the Offering, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2); (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiii) 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 RepresentativeRepresentative to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) 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; (xvi) 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 (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;. (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 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; (ix) 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Class C Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Closing Class D Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vvi) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vivii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (viiviii) 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 H attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion including, without limitation, a negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the RepresentativeRepresentative and the favorable opinions of intellectual property legal counsel and regulatory 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; (viiiix) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixx) On At 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; (xxi) On At 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 (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Common Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Prefunded Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to the Closing Date; (iv) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a Common Stock purchase warrant to purchase up to a number of shares of Common Stock equal to 5.0% of the sum of the number of Closing Shares, Warrant Shares and Option Shares issued on such Closing Date and Option Closing Date, as applicable, in certificated form registered in the name of the Representative (or its designees), which Representative Warrant shall have an exercise price of $____, subject to adjustment therein, otherwise on the same terms as the Closing Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 substance satisfactory to the Closing Date Representative 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) 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; (xix) 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 (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The (a) On the date hereof, the Company shall deliver or cause to be delivered the following: (i) To the Purchasers, this Agreement duly executed by the Company; (ii) To Placement Agent and the Escrow Agent, the Escrow Agreement duly executed by the Company; and (iii) To Placement Agent, the Lock-up Agreements duly executed by the Company’s directors and officers listed on Exhibit D-1. (b) On the date hereof, each Purchaser shall deliver the following: (i) To the Company, this Agreement duly executed by such Purchaser; (ii) To the Company, the Accredited Investor Questionnaire attached hereto as Exhibit A, completed and executed by such Purchaser; and (iii) To the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account as specified in the Escrow Agreement. (c) On the date hereof, the Escrow Agent shall deliver to the Company and Placement Agent the Escrow Agreement, duly executed by the Escrow Agent. (d) On the date hereof, Placement Agent shall deliver to the Company and the Escrow Agent the Escrow Agreement, duly executed by Placement Agent. (e) On the Closing Date, the Company shall deliver or cause to be delivered to each Underwriter (if applicable) Purchaser the following: (i) At a legal opinion of the Company Counsel, in the form of Exhibit B-1 attached hereto; (ii) a Warrant registered in the name of such Purchaser to purchase up to a number of Warrant Shares set forth next to such Purchaser’s name on Schedule 2.1; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate of the Company’s executive officers confirming the satisfaction of the conditions contained in Sections 2.3(b)(i) and (vi); and (v) such other reasonable documents requested by counsel to the Placement Agent. (f) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the Registration Rights Agreement and Selling Security Holder Questionnaire (as defined in the Registration Rights Agreement) duly executed by such Purchaser. (g) On the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares Escrow Agent shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel addressed deliver to the UnderwritersCompany, including, without limitation, a negative assurance letter, substantially each Purchaser’s Subscription Amount by wire transfer to the account specified 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 as of the date of this Escrow Agreement, and a bring-down letter dated minus certain deductions as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially set forth in the form required by Exhibit B attached hereto; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsEscrow Agreement.

Deliveries. The Company (a) At the Closing, Compuware shall deliver or cause to be delivered to each Underwriter (if applicable) Covisint all of the followingTransferred Assets, and in furtherance thereof: (i) At the Closing Date, the Closing Shares and, as Compuware shall deliver or cause to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts to Covisint all of the several UnderwritersAssigned Contracts with such assignments thereof and consents to assignments as are necessary to transfer to Covisint Compuware’s full right, title and interest in the same; (ii) At Compuware shall execute and deliver to Covisint a ▇▇▇▇ of sale and assignment and assumption agreement in substantially the Closing Date, form attached hereto as Exhibit A (the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for “▇▇▇▇ of Sale and Assignment and Assumption Agreement”) transferring the accounts tangible personal property included in the Transferred Assets to Covisint and effecting the assignment to and assumption by Covisint of the several UnderwritersTransferred Assets and the Assumed Liabilities; (iii) At Compuware shall execute and deliver to Covisint a Copyright Assignment in substantially the Closing Dateform attached hereto as Exhibit B (the “Copyright Assignment”) transferring all of Compuware’s right, title and interest in and to the Closing Warrants and, as copyrights included in the Transferred Intellectual Property to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersCovisint; (iv) At Compuware shall execute and deliver to Covisint a Domain Name Assignment in substantially the Closing Dateform attached hereto as Exhibit C (the “Domain Name Assignment”) transferring all of Compuware’s right, title and interest in and to the Warrant Agency Agreement duly executed by domain names included in the parties theretoTransferred Intellectual Property to Covisint; (v) At Compuware shall execute and deliver to Covisint a Patent Assignment in substantially the Closing Dateform attached hereto as Exhibit D (the “Patent Assignment”) transferring all of Compuware’s right, title and interest in and to the Preferred Stock Agency Agreement duly executed by patents included in the parties thereto;Transferred Intellectual Property to Covisint; and (vi) At Compuware shall execute and deliver to Covisint a Trademark Assignment in substantially the Closing Dateform attached hereto as Exhibit E (the “Trademark Assignment”) transferring all of Compuware’s right, evidence of title and interest in and to the filing and acceptance of trademarks included in the Certificate of Designation from the Secretary of State of Delaware;Transferred Intellectual Property to Covisint. (viib) At the Closing DateClosing, a legal opinion Covisint shall deliver or cause to be delivered to Compuware the ▇▇▇▇ of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A attached hereto Sale and as to the Closing Date Assignment 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 as of the date of this Assumption Agreement, and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Company’s Deposit or Withdrawal at Custodian (DWAC) system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares executed Representative’s Warrant Agreement(s) representing the Representatives’ Warrants issuable pursuant to Section 2.5 shall be delivered via The Depository Trust Company Deposit issued in the name or Withdrawal at Custodian system for names and in such authorized denominations as the accounts of the several UnderwritersRepresentative may request; (iiid) At the Closing Date, the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form dated as of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions and negative assurance letters from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to counsel to the RepresentativeUnderwriters; (viiie) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixf) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and; (xih) On the Closing Date and on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Underwriters; (i) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (j) Such other customary certificates or documents as the Underwriters and Underwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares including in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the executed Representative’s Warrant Agreement(s) shall be issued in the name or names and in such authorized denominations as the Representative may request; (d) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form dated as of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions and negative assurance letters from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to counsel to the RepresentativeUnderwriters; (viiie) [intentionally omitted] (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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Underwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each the Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriter; (iib) At On the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to Date and each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion and negative assurance letter of Company Counsel addressed to the UnderwritersUnderwriter, 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 customary form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the RepresentativeUnderwriter; (viiic) Contemporaneously herewithOn the Execution Date, a cold comfort letter, dated as of the Execution Date, addressed to the Underwriters Underwriter and in customary form and substance reasonably satisfactory in all respects to the Representative Underwriter from the Company Auditor dated as of the date of this Agreement, and a customary bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixd) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Officers’ Certificate, substantially in customary form and substance reasonably satisfactory to the form required by Exhibit B attached heretoUnderwriter; (xe) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in customary form and substance reasonably satisfactory to the form required by Exhibit C attached heretoUnderwriter; and (xif) Contemporaneously herewithOn or before the Execution Date, the duly executed and delivered Lock-Up AgreementsAgreements from each of the Company’s officers and directors. (g) On the Closing Date, duly executed and delivered copies of the warrant agency agreement regarding the Warrants (the “Warrant Agency Agreement”) and the warrant agency agreement regarding the Pre-funded Warrants (the “Pre-funded Warrant Agency Agreement”), each dated as of the date of this Agreement and by and between the Company and Equiniti Trust Company, as Warrant Agent. (h) On each of the Closing Date and any Option Closing Date, the Company shall have delivered to the Underwriter executed copies of the Pre-funded Warrant Certificates.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option SharesADSs, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts legal opinions of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing Israeli Counsel and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of U.S. Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letterletter from Israeli Counsel and U.S. Company Counsel addressed to the Underwriters, substantially in form and substance reasonably satisfactory to the form of Exhibit A attached hereto Representatives, and as to the Closing Date and as to at each Option Closing Date, if any, a bring-down opinion from Israeli Counsel and U.S. Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the RepresentativeRepresentatives; (viiiiii) Contemporaneously herewith, a cold comfort letterletters, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Current Company Auditor dated Auditor, and from the Prior Company Auditor, dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter letters dated as of the Closing Date and each Option Closing Date, if any; (ixiv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s CertificateCertificates, each substantially in the form required by Exhibit B attached heretoand substance reasonably satisfactory to the Representatives; (xv) 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 heretoand substance reasonably satisfactory to the Representatives; and (xivi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At at the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At at the Closing Date, the Closing Preferred Shares shall be Investor Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants in the form requested in writing by the applicable Underwriter at least one Business Day prior to the Closing Date and, if any, each Option Closing Date, which form may be: (i) certificated form registered in the name or names and in such authorized denominations as request by the applicable Underwriter, or (ii) delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At at the Closing Date, the Closing Representative’s Warrants and, as issuable pursuant to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersSection 2.3; (ivd) At at the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal delivered opinion of Company Counsel addressed to the Underwriters, including, without limitation, Underwriters as to certain legal matters and a negative assurance letter, substantially in forms and substance reasonably satisfactory to the form of Exhibit A attached hereto Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion and negative assurance letter (addressed to the Underwriters) from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiie) Contemporaneously Omitted; (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 as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On , on the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit B attached heretoRepresentative; (xg) On on the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form and substance satisfactory to the Representative; (h) on the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit C attached hereto; andRepresentative; (xii) Contemporaneously contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (j) such other certificates, opinions or documents as the Underwriters and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants in the form requested in writing by the applicable Underwriter at least one Business Day prior to the Closing Date and, if any, each Option Closing Date, which form may be: (i) certificated form registered in the name or names and in such authorized denominations as request by the applicable Underwriter, or (ii) delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, the Warrant Agency Agreement duly executed by the parties theretoUnderwriter’s Warrants issuable pursuant to Section 2.3; (vd) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in form and substance reasonably satisfactory to the form of Exhibit A attached hereto Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiie) At the Closing Date and at each Option Closing Date, the duly executed and delivered opinion (addressed to the Underwriters) of Company Counsel, IP Counsel for the Company with respect to certain intellectual property matters dated as of the Closing Date and each Option Closing Date, if any, 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 as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit B attached heretoRepresentative; (xh) On the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form and substance satisfactory to the Representative; (i) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit C attached hereto; andRepresentative; (xij) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (k) Such other certificates, opinions or documents as the Underwriters and G&M may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, in the form and substance reasonably satisfactory to the Underwriters and as to the Closing Warrants and, Date and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel addressed to the applicable Option Warrants via The Depository Trust Underwriters, including, without limitation, a negative assurance letter, in form and substance reasonably satisfactory to the Representative and an opinion of Company Deposit or Withdrawal at Custodian system for Nevada Counsel addressed to the accounts of Underwriters and in the several Underwritersform and substance reasonably satisfactory to the Representative; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letterletters, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Company Auditor dated Auditors dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) Contemporaneously herewith, the Company shall cause to be furnished to the Underwriters a written consent of Stole R▇▇▇▇ LLP, special Alaskan counsel to the Company, addressed to the Underwriters, permitting the Underwriters to rely upon the limited title report of Stole R▇▇▇▇ LLP, dated February [●], 2023, issued in connection with the issuance of the common shares of GoldMining Inc. pursuant to an at-the-market equity program; (vii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the customary form required by Exhibit B attached heretoand substance; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the customary form required by Exhibit C attached hereto; andand substance; (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (x) Such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Preliminary Prospectuses, the Prospectuses and free writing prospectus, if any, as of the time of purchase and, if applicable, the additional time of purchase, as you may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Pre-Funded Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel and ▇▇▇▇▇▇▇▇ LLP addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A attached hereto and as substance reasonably satisfactory to the Closing Date Representative and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel and ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viiivi) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a warrant to purchase up to a number of shares of Common Stock equal to 5.0% of the Closing Shares, Pre-Funded Warrants and Option Shares, if any, issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which warrant shall have an exercise price of $____, subject to adjustment therein, and registered in the name of the Representative, in form reasonably acceptable to the Representative; (vii) 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 and ▇▇▇▇▇’s auditor dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) On At the Closing Date and on at each Option Closing Date, if any, the duly executed and delivered Officer’s CertificateOfficers’ Certificates in form and substance satisfactory in all respects to the Representative, substantially in by representatives of the form required by Exhibit B attached heretoCompany and Decoy; (xix) On At the Closing Date and on at each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially Certificate in form and substance satisfactory in all respects to the form required by Exhibit C attached heretoRepresentative; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the executed Representative’s Warrant Agreement(s) shall be issued in the name or names and in such authorized denominations as the Representative may request; (d) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form dated as 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Officers’ Certificate, substantially in the form required by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Underwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agent Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiv) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letterparagraph, substantially in the form of Exhibit A attached hereto and as substance reasonably satisfactory to the Closing Date Representative, and as to each Option Closing Date, if any, a bring-down opinion opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) 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 heretoand substance reasonably satisfactory to the Representative; (xvii) 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 heretoand substance reasonably satisfactory to the Representative; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Preferred Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Warrants which such warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, to the Closing Warrants and, as to each Option Closing Date, if anyRepresentative, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters’ Unit Warrants; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 RepresentativeRepresentative and previously agreed to; (v) At the Closing Date, a legal opinion of Company IP Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the RepresentativeRepresentative and previously agreed to; (viiivi) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all material respects to the Representative from the Company Auditor dated Auditors dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On At 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 F attached hereto; (xviii) On At 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 G attached hereto; and; (ix) Contemporaneously herewith, the duly executed and delivered Warrant Agreement; (x) Contemporaneously herewith, evidence reasonable satisfactory to the Representative and the Representative’s counsel that the Preferred Stock Agent has agreed to act as the Preferred Stock Agent with respect to the Preferred Stock; (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.; (xii) Contemporaneously herewith, the duly executed and delivered Officer’s Certificate regarding the Company’s Intellectual Property Rights in the form agreed to by the parties signatory hereto; and (xiii) Such other certificates, opinions or documents as the Representative and Representative’s Counsel may have reasonably requested;

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At On 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 B 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, including, without limitation, a negative assurance letter, addressed to the Underwriters Representative and in form and substance satisfactory to the Representative; (viiiiii) 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 as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixiv) On Contemporaneously herewith, 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 C attached hereto; (xv) On Contemporaneously herewith, 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 D attached hereto; and (xivi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company (a) If Buyer has not given instructions as to the method of shipment by the time the Product is available for delivery, Seller may select any reasonable method of delivery without liability for its choice. To the extent the Agreement allows flexibility as to timing and volume of deliveries, the parties agree to cooperate to the extent reasonable to coordinate delivery periods and times, and Buyer shall deliver give reasonable advance written notice of desired delivery quantities and schedules, all subject to the quantities specified in the Agreement. Buyer shall be solely responsible for any delay resulting from the transportation, delivery, loading or cause storage of Product, and Seller shall not be liable to Buyer for any damages or demurrage charges resulting from delay in delivery of Product. (b) Seller shall have the right to require the execution of a prior access agreement with Buyer, its carriers, contractors or agents and, if applicable, to grant or not to grant such carriers, contractors or agents access to the plant. ▇▇▇▇▇ agrees that it, its carriers, contractors and agents shall abide by all of Seller's safety rules and regulations while on Seller's premises. (c) Seller reserves the right to reject transports, containers or storers tendered for loading/unloading/transfer or handling of Product, which in Seller's judgment, may present a hazardous or potentially hazardous situation. (d) Seller reserves the right to refuse to load/unload, transfer or handle the Product in any condition which it deems and considers, in its sole discretion, to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwritersunsafe, including, without limitation, a negative assurance letterconditions caused by drivers, substantially chauffeurs, staff, equipment and/or weather conditions without prejudice to delivery time. (e) If leakage or spillage of Product occurs after Product has been loaded onto Buyer's designated transportation, Buyer shall make all notifications and reports of leakage and spillage required by law and shall deliver to Seller written notice of such notifications and reports of leakage, spillage or any loss of Product within two (2) days after such notifications and report s are made. In addition, Buyer shall be responsible for, and shall immediately clean up, such leakage or spillage of Product in accordance with applicable Laws, in the form event of Exhibit A attached hereto failure to promptly comply with this obligation, notices, reports of leakage or spillage, arrangements and as clean-up may be made by Seller at Buyer's expense. (f) For all deliveries of Product hereunder, Buyer shall be solely responsible for unloading and unloading of Product. In the event Buyer fails to discharge or unload the full quantity of Product from the transportation or container used for supply (i) any residual or remaining Product shall be deemed and considered abandoned by Buyer for use or reuse for the benefit of Seller, and shall be deemed and considered Seller's property; (ii) Buyer shall receive no credit, payment or other consideration for such residual or carryover Product; and (iii) Buyer shall be solely responsible for the transportation of such residual or carryover Product (including transportation charges, shipping documents and compliance with all applicable Laws) until receipt and acceptance by Seller at its plant. (g) The absence of delivery notes, remittance notes, invoices or bill of lading within Purchase Orders shall not give rise to any liability on the part of Seller. (h) Seller reserves the right (if necessary) to subcontract part of the work relating to the Closing Date and as supplied goods and/or services to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to be provided under the Representative, including, Purchase Order without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 as prior written consent of the date of this Agreement, and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsBuyer.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants Warrants, which shall be delivered to each Underwriter in physical, certificated form, or via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters, in each such case, issued in such names and in such denominations as such Underwriter may direct by notice in writing to the Company given at or prior to 5:00 p.m., New York time, on the first (1st) business day preceding the Closing Date or any Option Closing Date; (ivc) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal Legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letterletter addressed to the Underwriters, substantially in form reasonably acceptable to the form of Exhibit A attached hereto and as to Representative at the Closing Date and as to at each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiid) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixe) 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; (xf) 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 (xig) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicablea) For the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 as of the date purposes of this Agreement, “deliver” or “delivery” shall mean either (i) actual physical shipment of Precious Metal by a reputable carrier of Sensata’s choice, at the Company’s sole risk and expense, or (ii) crediting of the Precious Metal by one party to an account of the other party with the first party or one or more third parties when no physical movement thereof is contemplated by the parties. (b) If Sensata has agreed to make, or have its designee make, a requested delivery of Precious Metal for consignment hereunder, Sensata will arrange for the delivery of the Precious Metal to a location acceptable to Sensata, or its designee, and the Company on the date agreed upon for delivery by customary shipment means selected by Sensata or its designee (and reasonably acceptable to the Company). The Company shall bear all risk of loss, theft, destruction or damage to the Precious Metal requested to be delivered hereunder in all circumstances. A delivery statement provided by Sensata or its designee setting out the quantity and quality of Precious Metal delivered shall accompany such delivery. Delivery shall take place F.O.B. Sensata’s or its designee’s vault. All charges incurred for transport, cartage, packaging, insurance or otherwise for the delivery of Precious Metal to the Company shall be for the account of the Company. (c) All redeliveries of Precious Metal to be made hereunder by the Company to Sensata will be made to a location directed by Sensata on the date agreed upon for redelivery by a customary shipment means and a bringshipper selected by the Company (and reasonably acceptable to Sensata). The Company shall bear the cost of such delivery in all circumstances, including without limitation in connection with a re-down letter dated as delivery of Precious Metal following an Event of Default, and the Company shall bear the risk of loss or damage to such Precious Metal until delivery is made by it to Sensata. For the purpose of this Agreement, Precious Metal shall be deemed re-delivered to Sensata at such time and date that Sensata or its agents shall sign a delivery receipt or other acknowledgement of safe delivery of the Closing Date and each Option Closing Date, if any;Precious Metal. (ixd) If upon receipt it is determined that Precious Metal delivered by a party hereunder are of a different quantity and/or quality than set out in the delivery statement, the receiving party shall immediately give notice in writing of such discrepancy to the other. In that event the party that made delivery shall be entitled to conduct such tests and make such examination of the Precious Metal as it considers necessary or desirable. If such tests or examinations determine that the Precious Metal delivered are of a different quantity and/or quality than was set out in the said delivery statement, then Sensata or the Company, as the case may be, shall make the appropriate adjustments. (e) The Company shall pay to Sensata a market premium on all delivered or returned Precious Metal at rates quoted at the time of delivery by or return to Sensata based on prevailing market conditions and the form and quality of the particular Precious Metal delivered to or returned by the Company. Any such market premium will be payable daily via wire transfer to Sensata. (f) On the Closing Date and on each Option Closing Datedate hereof, the duly executed market premium referred to herein is $0.0175 per fine ▇▇▇▇ ounce for silver of 0.9999 fineness in 1,000 ounce bars. Sensata may from time to time and delivered Officerwithout prior notice increase or decrease the market premium payable hereunder in response to changes from HSBC’s Certificate, substantially in the form required by Exhibit B attached hereto; (x) On the Closing Date and rate that are based on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreementsmarket conditions.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares Securities and, as to each Option Closing Date, if any, the applicable Option SharesSecurities, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, to the Representative, a Warrant to purchase up to a number of shares of Common Stock equal to 5% of number of shares of Common Stock consisting of the Units issued on the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system Date, for the accounts account of the several UnderwritersRepresentative (or its designees), which Warrant shall have an exercise price of $[˜], subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Closing Warrants ; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiv) 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 satisfactory to the Representative and its counsel 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 RepresentativeRepresentative and the favorable opinion of regulatory counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) 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 heretosatisfactory to the Representative and its counsel; (xvii) 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 heretosatisfactory to the Representative and its counsel; and (xiviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, certifying matters relating to intellectual property of the Company, in the form satisfactory to the Representative and its counsel; and (ix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of DelawareFlorida; (vii) 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 RepresentativeRepresentative to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by of Exhibit B attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by of Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At On the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At On the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the Option Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to the Closing Date and, if any, each Option Closing Date; (iii) On the Closing Date, and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 5.0% of the number of Closing Shares, Series A Warrants, Series B Warrants, Option Shares, and Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system issued on such Closing Date and Option Closing Date, as applicable, for the accounts account of the several UnderwritersRepresentative (or its designees), which Warrant shall have an exercise price of $____, subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Series A Warrants; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At On 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) 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; (xvii) 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 (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares including in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the executed Representative’s Warrant Agreement(s) shall be issued in the name or names and in such authorized denominations as the Representative may request; (d) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form dated as of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions and negative assurance letters from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered legal opinion and negative assurance letter of Special Brazil Counsel for the Company with respect to certain matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Underwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) i. At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) . At the Closing Date, the Closing Preferred Shares shall be delivered as applicable, any Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) . At the Closing Date, the Closing Class C Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) . At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the customary form of Exhibit A attached hereto and as reasonably acceptable to the Closing Date Representative, and as to each Option Closing Date, if any, a bring-down opinion opinions from Company Counsel in form and substance reasonably satisfactory to the RepresentativeRepresentative and, includingwith respect to the Subsidiaries, without limitationat the Closing Date and each Option Closing Date, a negative assurance letterif any, the favorable opinions of foreign legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to counsel for the Representative; (viii) v. Contemporaneously herewithwith the execution of this Agreement, 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) vi. On the Closing Date and on each Option Closing Date, a duly executed and delivered certificate of the Chief Executive Officer and Chief Financial Officer of the Company, in customary form reasonably acceptable to the Representative; vii. On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the Secretary of the Company, substantially in customary form reasonably acceptable to the form required by Exhibit B attached heretoRepresentative; (x) On the Closing Date and on each Option Closing Dateviii. Contemporaneously herewith, the Lock-Up Agreements, duly executed and delivered Secretary’s Certificate, substantially in by the form required by Exhibit C attached heretoLock-Up Parties; and (xi) Contemporaneously herewithix. Such other certificates, opinions or documents as the duly executed and delivered Lock-Up AgreementsRepresentative may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiv) At the Closing Date, to the Representative (or its designees), a Warrant to purchase up to a number of shares of Common Stock equal to 2% of the Closing Shares issued on the Closing Date (including the aggregate number of shares of Common Stock underlying the Preferred Stock and excluding Closing Shares and shares of Common Stock underlying the Preferred Stock sold to Insider Investors), for the account of the Representative (or its designees), which Warrant shall have an exercise price of 150% of the public offering price of the Closing Shares in customary form, including cashless exercise, an exercise term of five (5) years from the effective date of the Registration Statement and otherwise compliant with FINRA Rule 5110(g) (“Representative Warrants”); (vi) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivii) 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 as of the date of this AgreementAgreement and on the Closing Date and each Option Closing Date, and if any, a bring-down comfort letter dated as of the Closing Date and each Option Closing Date, if any, as applicable; (ixviii) On Contemporaneously herewith, on the Closing Date and on each Option Closing Date, the a duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xix) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, substantially Certificate in form and substance satisfactory in all respects to the form required by Exhibit C attached hereto; andRepresentative; (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; (xi) At the Closing Date, the Transfer Agency Agreement duly executed by the Company and the Transfer Agent; and (xii) At the Closing Date, the Warrant Agency Agreement duly executed by the Company and the Warrant Agent.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (vii) 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 H attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion including, without limitation, a negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the RepresentativeRepresentative and the favorable opinions of intellectual property legal counsel and regulatory 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; (viii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On At 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; (x) On At 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered Common Warrants and, as to each Option Closing Date, if any, the applicable Option Common Warrants, via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants andPrefunded Warrants, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to each Option the Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, to the Preferred Representative only, a Common Stock Agency Agreement duly executed by purchase warrant to purchase up to a number of shares of Common Stock equal to 8.0% of the parties theretosum of the number of Closing Shares and the number of shares of Common Stock underlying the Closing Prefunded Warrants on the date hereof (the “Representative Warrants”), in certificated form registered in the name of the Representative or its designees, which Representative Warrants shall have an exercise price of $____, subject to adjustment therein, and shall be in the form of Exhibit A-3 attached hereto, and, on each Option Closing Date, if any, Representative Warrants equal to 8.0% of the Option Shares issued on such Option Closing Date; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 B 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) 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 D attached hereto; (xix) 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 E attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel and Company Intellectual Property Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A attached hereto and as substance reasonably satisfactory to the Closing Date Representative and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel and Company Intellectual Property Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B B-1 attached hereto; (x) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C B-2 attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit in certificated form registered in the name or Withdrawal names and in such authorized denominations as the applicable Underwriter may request in writing at Custodian system for least one Business Day prior to the accounts of the several UnderwritersClosing Date and, if any, each Option Closing Date; (ivc) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A E attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions from Company Counsel in form and substance reasonably satisfactory to counsel for the RepresentativeRepresentatives, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to counsel for the RepresentativeRepresentatives; (viiid) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative Representatives from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixe) 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; (xf) 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 (xig) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements. (h) At the Closing Date and at each Option Closing Date, the duly executed and delivered opinion (addressed to the Underwriters) of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain regulatory matters, dated as of the Closing Date and each Option Closing Date, if any, and in form and substance satisfactory to counsel for the Representative. (i) At the Closing Date and at each Option Closing Date, the duly executed and delivered opinion (addressed to the Underwriters) of ▇▇▇▇▇ Intellectual Property, PC, counsel for the Company with respect to certain intellectual property matters, dated as of the Closing Date and each Option Closing Date, if any, and in form and substance satisfactory to counsel for the Representative. (j) Such other certificates, opinions or documents as the Underwriters and Underwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iviii) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiv) 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 substance reasonably satisfactory to the Closing Date Representative 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B B-1 attached hereto; (xvii) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C B-2 attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of Company Special 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 in form and substance reasonably satisfactory to the Representative and EGS and as to each Option Closing Date, if any, a bring-down opinion from Company Special Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters Representative and in form and substance satisfactory to the RepresentativeEGS; (viiiiii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative and EGS from the Company Company’s Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixiv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in form and substance reasonably satisfactory to the form required by Exhibit B attached heretoRepresentative and EGS; (xv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in form and substance reasonably satisfactory to the Representative and EGS; (vi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form and substance reasonably satisfactory to the Representative and EGS, certifying to, among others, certain financial information; (vii) On the Closing Date and on each Option Closing Date, a cash fee payable to the Representative equal to seven percent (7%) of the aggregate proceeds raised in the form required by Exhibit C attached heretoOffering; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the Representative the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, (including, without limitation, a negative assurance letter, substantially in letter or statement) and Nevada Counsel addressed to the form of Exhibit A attached hereto Underwriters and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions and assurances from Company Counsel and Nevada Counsel, in each case in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the RepresentativeEGS; (viiic) Contemporaneously herewithwith the execution hereof, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative EGS from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixd) On the Closing Date and on each Option Closing Date, the if any, a duly executed and delivered Officer’s Certificate, substantially in the customary form required by Exhibit B attached heretoreasonably satisfactory to EGS; (xe) On the Closing Date and on each Option Closing Date, the if any, a duly executed and delivered Secretary’s Certificate, substantially in the customary form required by Exhibit C attached hereto; andreasonably satisfactory to EGS; (xif) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; (g) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered certificate (addressed to the Underwriters) of its Chief Executive Officer with respect to certain regulatory matters dated as of the Closing Date, and in form and substance reasonably satisfactory to EGS; (h) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinions (addressed to the Underwriters) of Company Counsel or counsel(s) for the Company with respect to certain intellectual property matters dated as of the Closing Date and each Option Closing Date, if any, and in form and substance satisfactory to EGS; and (i) Such other certificates, opinions or documents as the Underwriters and EGS may have reasonably requested.

Deliveries. The Company Lender shall deliver or cause to be delivered to each Underwriter (if applicable) have received the following: (i) At the Closing Date, the Closing Shares Borrower shall have delivered to Lender a Notice of Warehouse Borrowing in compliance with Section 2.03(a) hereof (and, in the case of any Clean-up Call Loan, Section 2.06 hereof) or a Supplemental Borrowing Request in compliance with Section 2.03(b) hereof and a related fully-executed Confirmation Statement in compliance with Section 2.07 hereof, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;applicable. (ii) At In the Closing case of any Warehouse Loan, Borrower shall have delivered to Lender and Servicer not later than 2:00 p.m. (New York City time) on the Business Day prior to the proposed Borrowing Date (or the third (3rd) Business Day of the month of the proposed Borrowing Date, in the Closing Preferred Shares shall case of a Clean-up Call Loan) in computer readable form, a detailed listing of all Contracts to be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for pledged by Borrower to Lender under the accounts Security Agreement in connection with the Borrowing (the "List of Contracts") and such other data relating to the several Underwriters;Contracts and the Related Assets as Lender may reasonably request. (iii) At Lender shall have received from the Closing Date, Custodian a certification from Servicer that all items required to be delivered to the Closing Warrants and, as Custodian pursuant to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts Section 3.01 of the several Underwriters;Servicing Agreement with respect to the Contracts to be pledged by Borrower to Lender under the Security Agreement on such Borrowing Date have been delivered. (iv) At the Closing DateLender shall have received UCC-3 Partial Release Statements (or other appropriate forms) in appropriate form for filing, the Warrant Agency Agreement together with a release letter reasonably satisfactory to Lender, in each case duly executed by (1) any other warehouse lender releasing the parties thereto;Contracts to be pledged by Borrower to Lender under the Security Agreement on such Borrowing Date from the security interest of such other warehouse lender or (2) in the case of a Clean-up Call Contract, the secured party in the related securitization releasing such Contract to be pledged by Borrower to Lender under the Security Agreement on such Borrowing Date from the security interest pursuant to such securitization. (v) At Lender shall have received the Closing Date, most recent Servicer's Certificate required to be delivered in accordance with Section 2.09 of the Preferred Stock Agency Servicing Agreement duly executed by the parties thereto;and Section 6.19 hereof. (vi) At Lender shall have received the Closing Date, evidence of the filing and acceptance of the most recent Borrowing Base Certificate of Designation from the Secretary of State of Delaware;required to be delivered in accordance with Section 6.13 hereof. (vii) At In the Closing Datecase of any Clean-up Call Loan, a legal opinion of Company Counsel addressed Lender shall have received all opinions, documents and instruments required pursuant 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative;Section 2.06. (viii) Contemporaneously herewith, a cold comfort letter, addressed If an Opinion of Counsel is required to be delivered in connection with such Loan pursuant to the Underwriters and requirements for Opinions of Counsel set forth in form and substance satisfactory in all respects to the Representative from the Company Auditor dated 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; (ix) 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.the

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares including in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the executed Representative’s Warrant Agreement(s) shall be issued in the name or names and in such authorized denominations as the Representative may request; (d) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form dated as of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions and negative assurance letters from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to counsel to the RepresentativeUnderwriters; (viiie) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters, dated as of the Closing Date and each Option Closing Date, if any, in form and substance satisfactory to counsel to the Underwriters; (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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xh) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; (i) On the Closing Date and on each Option Closing Date, if any, a duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit D attached hereto, addressed to the Underwriters; and (xij) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;Underwriters;4 (iviii) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiv) 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 substance satisfactory in all respects to the Representative 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 RepresentativeRepresentative 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; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit B attached hereto;Representative; 4 NTD: To confirm that warrants will be book entry through DTC. (xvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit C attached hereto; andRepresentative; (xiviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Intellectual Property Certificate, in form and substance satisfactory to the Representative; (ix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (x) Such other certificates, opinions or documents as the Underwriters and Underwriters’ Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters as directed by the Representative; (iib) At the Closing Date, the Closing Preferred Shares Warrants included in the Closing Units and, as to each Option Closing Date, if any, the applicable Option Warrants, which Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the executed (i) Warrant Agreement and (ii) Representative’s Warrant Agreement(s) shall be issued in the name or names and in such authorized denominations as the Representative may request; (d) At the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form dated as of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions and negative assurance letters from Company Counsel addressed to the Underwriters in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory counsel to the Representative; (viiie) Contemporaneously herewithAt the Closing Date and at each Option Closing Date, a cold comfort letterif any, the duly executed and delivered opinion and negative assurance letter of Special Intellectual Property Counsel for the Company, with respect to certain intellectual property matters, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Company Auditor dated as of the date of this AgreementUnderwriters, and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any, in form and substance reasonably satisfactory to counsel to the Representative; (ix) 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vd) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions 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 opinions from Company Counsel in form and substance reasonably satisfactory to the RepresentativeRepresentative to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiie) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixf) On At the Closing Date and on at each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xg) On At the Closing Date and on at each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and (xih) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares of Common Stock shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal in such denominations requested in writing by the Representative at Custodian system for least one Business Day prior to the accounts Closing Date and, if any, each Option Closing Date, shall be delivered pursuant to the terms of the several UnderwritersWarrant Agent Agreement; (ivc) At the Closing Date, and, as to each Option Closing Date, if any, the Warrant Agency Agreement duly executed by the parties theretoUnderwriter’s Warrants issuable pursuant to Section 2.3; (vd) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in form and substance reasonably satisfactory to the form of Exhibit A attached hereto Representative and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiie) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixf) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit B attached heretoRepresentative; (xg) On the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form and substance satisfactory to the Representative; (h) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in form and substance satisfactory to the form required by Exhibit C attached hereto; andRepresentative; (xii) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsAgreements in the Forms attached hereto as Exhibit A and Exhibit B, as applicable; and (j) Such other certificates, opinions or documents as the Underwriters and S&W may reasonably request.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Class A Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Closing Class B Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vvi) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vivii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (viiviii) 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 I attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion including, without limitation, a negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the RepresentativeRepresentative and the favorable opinions of intellectual property legal counsel and regulatory 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; (viiiix) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixx) On At 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; (xxi) On At 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 (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Pre-Funded Warrants in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersDate; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Date and at each Option Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; if any, (viii) 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, Representative and (ii) a legal opinion of IP Company Counsel including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative; (viiivi) 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 Auditors dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvii) On At 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; (xviii) On At 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; (ix) Contemporaneously herewith, the duly executed and delivered Chief Financial Officer’s Certificate, substantially in the form required by Exhibit G attached hereto, and a bring-down Chief Financial Officer’s Certificate dated as of the Closing Date and each Option Closing Date, if any; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares Securities and, as to each Option Closing Date, if any, the applicable Option SharesSecurities, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, (including, without limitation, a negative assurance letterletter or statement) addressed to the Underwriters, 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 opinions and assurances from Company Counsel Counsel, in each case in form and substance reasonably satisfactory to EGS; c) At the RepresentativeClosing Date, including, without limitation, a negative assurance letter, legal opinion of PRC Counsel addressed to the Underwriters Underwriters, and as to the Closing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from PRC Counsel, in each case in form and substance reasonably satisfactory to the RepresentativeEGS; (viiid) At the Closing Date, legal opinion of Cayman Counsel addressed to the Underwriters, and as to the Closing Date and as to each Option Closing Date, if any, bring-down opinions and assurances from Cayman Counsel, in each case in form and substance reasonably satisfactory to EGS; e) At the Closing Date, legal opinion of Hong Kong Counsel addressed to the Underwriters, and as to each Option Closing Date, if any, bring-down opinions and assurances from Hong Kong Counsel, in each case in form and substance reasonably satisfactory to EGS; f) Contemporaneously herewithwith the execution hereof, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative EGS, from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixg) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officer’s Certificate, substantially in the customary form required by Exhibit B attached heretoreasonably satisfactory to EGS; (xh) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, substantially in customary form reasonably satisfactory to EGS; i) On the Closing Date and on each Option Closing Date, a duly executed Chief Financial Officer’s Certificate, in customary form required by Exhibit C attached hereto; andreasonably satisfactory to EGS; (xij) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and k) Such other certificates, opinions or documents as the Underwriters and EGS may have reasonably requested in writing in advance of the Closing (including good standing or similar certificates for the Company and its Subsidiaries).

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit in certificated form registered in the name or Withdrawal names and in such authorized denominations as the applicable Underwriter may request in writing at Custodian system for least two full Business Days prior to the accounts of the several UnderwritersClosing Date and, if any, each Option Closing Date; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiii) 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 Counsel, each in form and substance reasonably satisfactory to the Representative; (iv) At the Closing Date, a legal opinion of Company IP Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, addressed and as to the Underwriters and each Option Closing Date, if any, a bring-down opinion from Company IP Counsel, each in form and substance reasonably satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On At 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; (xvii) On At 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 (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Preferred Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for registered in the accounts name of such person as directed by the several UnderwritersRepresentative; (iviii) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the and if applicable, at each Option Closing Date, the Preferred Stock Agency Agreement duly executed by Representative’s Warrants registered in the parties theretoname of the Representative; (viiv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiv) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vi) 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 substance reasonably satisfactory to the Closing Date Representative, and as to each Option Closing Date, if any, a bring-down opinion opinion, including a negative assurance letter, from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiivii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) 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 heretoand substance reasonably satisfactory to the Representative; (xix) 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; andand substance reasonably satisfactory to the Representative; (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (xi) On the Closing Date, and on each Option Closing Date, the Representative and PC shall have received such information and documents 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.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares andSecurities, as to each Option Closing Date, if any, of which the applicable Option Shares, which shares Common Stock shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters and of which the Series D Preferred Stock and Warrants shall be delivered in certificated form to the Representative registered as directed by the Representative; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing DateContemporaneously herewith, 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiiii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixiv) On the Closing Date Contemporaneously herewith, and on each Option the Closing Date, the duly executed Company shall have furnished to the Representative a certificate of its Chief Executive Officer and delivered Officer’s Certificateits Controller stating that (i) such officers have carefully examined the Registration Statement, substantially the Base Prospectus and any Prospectus Supplement, and, in their opinion, the Registration Statement and each amendment thereto, as supplemented or amended by information in the form Base Prospectus or Prospectus Supplement, as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, as of the Closing Date, the Prospectus Supplement and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement or the Prospectus Supplement, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent reviewed financial statements included in the Company’s Form 10-Q filed on May 14, 2013, included or incorporated by Exhibit B attached heretoreference in the Base Prospectus or Prospectus Supplement, as the case may be, any Material Adverse Change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would have a Material Adverse Effect on the results of operations, business or assets of the Company, except as set forth in the Prospectus Supplement; (xv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially certifying: (i) that each of the Certificate of Incorporation and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the form required by Exhibit C resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached heretoto such certificate; and (xivi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to the Representative or each Underwriter (if applicableas the case may be) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters as directed by the Representative; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Warrants, Closing Date, the Closing Pre-Funded Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, to the Representative or its permitted designees, a warrant (the “Underwriter’s Warrant”) to purchase up to a number of share of Common Stock (the “Underwriter’s Warrant Shares”) equal to 5.0% of the Closing Securities issued on the Closing Date, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $[ ], subject to adjustment therein and to compliance with FINRA Rule 5110, and registered in the name of the Representative, otherwise on the same terms as the Closing Warrants (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing Date and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the each Option Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially addressed to the Underwriters, in form and substance reasonably acceptable to the form of Exhibit A attached hereto and as to Representative; (vi) At the Closing Date and as to each Option Closing Date, if anya legal opinion of IP Counsel, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, including without limitation, a negative assurance letter, addressed to the Underwriters and Underwriters, in form and substance satisfactory reasonably acceptable to the Representative; (viiivii) Contemporaneously herewithAs of the Execution Date, a “cold comfort comfort” letter, addressed to the Underwriters and in form and substance satisfactory in all respects reasonably acceptable to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (viii) On the Closing Date and on each Option Closing Date, a duly executed and delivered Officer’s Certificate, in a form reasonably acceptable to the Representative; (ix) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officercertificate executed by the officer of the Company responsible for the Company’s Certificateregulatory affairs, substantially in a form reasonably acceptable to the form required by Exhibit B attached heretoRepresentative; (x) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, substantially in a form reasonably acceptable to the form required by Exhibit C attached heretoRepresentative; and (xi) Contemporaneously herewithOn or prior to the Execution Date, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion and negative assurance letter 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 and negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the Representative; (iii) At the Closing Date, opinions of IP legal counsel and FDA 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 and as to each Option Closing Date, if any, a bring-down opinion and negative assurance letter from IP legal counsel and FDA legal counsel in form and substance reasonably satisfactory to the Representative; (viiiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in substantially in the form required by set forth in Exhibit B C attached hereto; (xvi) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in substantially in the form required by set forth in Exhibit C D attached hereto; and (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. (a) The Company sale of the Prospectus Shares shall deliver be completed concurrently at the Closing Time at the offices of the Corporation’s counsel in Halifax, Nova Scotia and at the offices of the Underwriters’ counsel in Toronto, Ontario or cause at such other place as the Corporation and the Underwriters may agree. Subject to be delivered the conditions set forth in Section 15, the Underwriters, on the Closing Date, shall pay to each Underwriter (if applicable) the followingCorporation, by wire transfer or such other means as the Corporation and the Underwriters may agree, the amount equal to the gross proceeds of the Offering, being an aggregate amount of $35,010,000 less the Underwriting Fee and the Underwriters expenses as contemplated in Section 13, against delivery by the Corporation of: (i) At the Closing Dateopinions, the Closing Shares and, as certificates and documents referred to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwritersin Section 15; (ii) At original certificates, if any, countersigned by Computershare Trust Company of Canada representing the Prospectus Shares registered in the name of CDS & Co., or in such name or names as the Underwriters shall notify the Corporation in writing not less than 24 hours prior to the Closing DateTime. (b) The sale of the Over-Allotment Shares, if any, shall be completed concurrently at the offices of the Corporation’s Counsel in Halifax, Nova Scotia and at the offices of the Underwriters’ counsel in Toronto, Ontario or at such other place as the Corporation and the Underwriters may agree, on the Over-Allotment Option Closing Date and at the Over-Allotment Option Closing Time specified by the Underwriters in the written notice delivered to the Corporation which also shall specify the number of Over-Allotment Shares in respect of which the Over-Allotment Option is being exercised (an “Over-Allotment Option Notice”); in no event shall the Over-Allotment Option Closing Date be earlier than two Business Days or later than seven Business Days after delivery of the Over-Allotment Option Notice unless the parties otherwise agree. The Underwriters, at the Over-Allotment Option Closing Time, shall pay to the Corporation, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for amount equal to the accounts gross proceeds of the several Underwriters;Over-Allotment Option less the Underwriting Fee applicable to such exercise of the Over-Allotment Option against delivery by the Corporation of: (iiii) At to the extent applicable, the opinions, certificates and documents referred to in Section 15 (with the references therein to the Closing Date, the Time and Closing Warrants and, as Date changed to each Over-Allotment Option Closing Time and Over-Allotment Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;respectively); and (ivii) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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 Dateoriginal certificates, if any, a bring-down opinion from countersigned by Computershare Trust Company Counsel of Canada representing the Prospectus Shares registered in form and substance reasonably satisfactory the name of CDS & Co., or in such name or names as the Underwriters shall notify the Corporation in writing not less than 24 hours prior to the RepresentativeOver-Allotment Option Closing Time. Notwithstanding the above, includingif requested by the Underwriters, without limitationthe Corporation, a negative assurance letter, addressed to instead of delivering physical certificates registered in the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 as name of CDS & Co. on closing of the date Offering on the Over-Allotment Option, as applicable, will deposit that number of this Agreement, Prospectus Shares electronically with CDS Clearing and a bringDepository Services Inc. (“CDS”) through the non-down letter dated as certificated inventory system of the Closing Date and each Option Closing Date, if any; (ix) 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; (x) 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 (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up AgreementsCDS.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares Securities and, as to each Option Closing Date, if any, the applicable Option SharesSecurities, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, to the Representative, a Warrant to purchase up to a number of shares of Common Stock equal to 5% of number of shares of Common Stock consisting of the Units issued on the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system Date, for the accounts account of the several UnderwritersRepresentative (or its designees), which Warrant shall have an exercise price of $3.00, subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Closing Warrants ; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiv) 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 satisfactory to the Representative and its counsel 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 RepresentativeRepresentative and the favorable opinion of regulatory counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) 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 heretosatisfactory to the Representative and its counsel; (xvii) 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 heretosatisfactory to the Representative and its counsel; and (xiviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, certifying matters relating to intellectual property of the Company, in the form satisfactory to the Representative and its counsel; and (ix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of shares of Common Stock equal to 5.0% of the Closing Shares issued on the Closing Date plus the number of Conversion Shares issuable upon conversion of the Closing Preferred Shares, for the account of the Representative (or its designees) and the number of Option Shares issued on each Option Closing Date, if any, which Warrant shall have an exercise price of $____, subject to adjustment therein, and registered in the name of the Representative, otherwise on the same terms as the Closing Warrants; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vvi) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vivii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (viiviii) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiix) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixx) 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; (xxi) 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 (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit Warrants in certificated form registered in the name or Withdrawal names and in such authorized denominations as the applicable Underwriter may request in writing at Custodian system for least one Business Day prior to the accounts of the several UnderwritersClosing Date and, if any, each Option Closing Date; (iii) At the Closing Date, the Closing Warrants and, as to and each Option Closing Date, if any, to the applicable Representative only, a warrant to purchase up to a number of Ordinary Shares equal to 7.0% of the Closing Shares, Closing Warrants and Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system Shares issued on such Closing Date and Option Closing Date, as applicable, for the accounts account of the several UnderwritersRepresentative (or its designees), which warrant shall have an exercise price of $1.4375, subject to adjustment therein, and registered in the name of the Representative (the “Underwriter Warrants”); (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of Company Irish Counsel and Company U.S. 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 Irish Counsel and Company U.S. Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) 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; (xvii) 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 (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, as applicable, any Pre-Funded Warrants and, as to each Option Closing Date, if any, the Closing Preferred Shares shall be delivered applicable Option Pre-Funded Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiic) At the Closing Date, the Closing Class C Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivd) At the Closing Date, and each Option Closing Date, if any, to the Representative only, a Warrant to purchase up to a number of Common Shares equal to 2.5% of the Closing Securities and Option Securities (except for Option Purchase Warrants) issued on such Closing Date and Option Closing Date, as applicable, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $0.6875, subject to adjustment therein, and registered in the name of the Representative, otherwise on substantially the same terms as the Class C Warrants; (e) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vf) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the customary form of Exhibit A attached hereto and as reasonably acceptable to the Closing Date Representative, and as to each Option Closing Date, if any, a bring-down opinion opinions from Company Counsel in form and substance reasonably satisfactory to the RepresentativeRepresentative and, includingwith respect to the Subsidiaries, without limitationat the Closing Date and each Option Closing Date, a negative assurance letterif any, the favorable opinions of foreign legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to counsel for the Representative; (viiig) Contemporaneously herewithwith the execution of this Agreement, 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixh) On the Closing Date and on each Option Closing Date, a duly executed and delivered certificate of the Chief Executive Officer and Chief Financial Officer of the Company, in customary form reasonably acceptable to the Representative; (i) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificatecertificate of the Secretary of the Company, substantially in customary form reasonably acceptable to the form required by Exhibit B attached heretoRepresentative; (x) 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 (xij) Contemporaneously herewith, the Lock-Up Agreements, duly executed and delivered by the Lock-Up AgreementsParties; and (k) Such other certificates, opinions or documents as the Representative may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Common Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Pre-Funded Warrants and, in certificated form registered in the name or names and in such authorized denominations as the applicable Underwriter may request in writing at least one Business Day prior to each Option the Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, and a legal opinion of Company Nevada Counsel, substantially in the form of Exhibit A F-1 and Exhibit F-2 respectively 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representativehereto; (viiivi) 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 dated, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if anysatisfactory in all respects to the Representative; (ixvii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by attached hereto as Exhibit B attached heretoB; (xviii) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by attached hereto as Exhibit C attached heretoC; and (xiix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to the Representative or each Underwriter (if applicableas the case may be) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several UnderwritersUnderwriters as directed by the Representative; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Warrants, Closing Date, the Closing Pre-Funded Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, to the Representative or its permitted designees, a warrant (the “Underwriter’s Warrant”) to purchase up to a number of share of Common Stock (the “Underwriter’s Warrant Shares”) equal to 5.0% of the Closing Securities issued on the Closing Date, for the account of the Representative (or its designees), which Warrant shall have an exercise price of $1.21 per share, subject to adjustment therein and to compliance with FINRA Rule 5110, and registered in the name of the Representative, otherwise on the same terms as the Closing Warrants (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing Date and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the each Option Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially addressed to the Underwriters, in form and substance reasonably acceptable to the form of Exhibit A attached hereto and as to Representative; (vi) At the Closing Date and as to each Option Closing Date, if anya legal opinion of IP Counsel, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, including without limitation, a negative assurance letter, addressed to the Underwriters and Underwriters, in form and substance satisfactory reasonably acceptable to the Representative; (viiivii) Contemporaneously herewithAs of the Execution Date, a “cold comfort comfort” letter, addressed to the Underwriters and in form and substance satisfactory in all respects reasonably acceptable to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (viii) On the Closing Date and on each Option Closing Date, a duly executed and delivered Officer’s Certificate, in a form reasonably acceptable to the Representative; (ix) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Officercertificate executed by the officer of the Company responsible for the Company’s Certificateregulatory affairs, substantially in a form reasonably acceptable to the form required by Exhibit B attached heretoRepresentative; (x) On the Closing Date and on each Option Closing Date, the a duly executed and delivered Secretary’s Certificate, substantially in a form reasonably acceptable to the form required by Exhibit C attached heretoRepresentative; and (xi) Contemporaneously herewithOn or prior to the Execution Date, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Series A Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Closing Series B Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vvi) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vivii) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of the State of Delaware; (viiviii) 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 F attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinion, including, without limitation, a negative assurance letter from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, Representative and the favorable opinion of intellectual property legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiix) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixx) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (xxi) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and; (xixii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; and (xiii) At the Closing Date, the duly executed and delivered Voting Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts evidence of the several Underwritersfiling and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and from Company Counsel in form and substance satisfactory to the Representative; (viiivii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixviii) 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 E attached hereto; (xix) 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 F attached hereto; and (xix) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants Warrants, via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the Warrant Agency Agreement duly executed by filing and acceptance of the parties theretoCertificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Preferred Stock Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of Preferred Stock Agency Agreement duly executed by the Certificate of Designation from the Secretary of State of Delawareparties thereto; (vii) 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 substance reasonably satisfactory to the Closing Date Representative and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representativeopinion, including, without limitation, a negative assurance letter, addressed to the Underwriters and from Company Counsel in form and substance satisfactory to the Representative; (viii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by set forth on Exhibit B F attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by set forth on Exhibit C G attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares Shares, and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal withdrawal at Custodian custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iiib) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ivc) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viid) 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 substance reasonably satisfactory to the Closing Date Representative and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the RepresentativeRepresentative and at the Closing Date, the favorable opinions of Company IP Counsel, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance reasonably satisfactory to the Representative and as to each Option Closing Date, if any, a bring-down opinion from Company IP Counsel in form and substance reasonably satisfactory to the Representative; (viiie) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixf) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially Certificate in form and substance reasonably satisfactory to the form required by Exhibit B attached heretoRepresentative; (xg) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially Certificate in form and substance reasonably satisfactory to the form required by Exhibit C attached heretoRepresentative; and (xih) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiii) 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 A-1 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, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viiiiv) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixv) 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; (xvi) 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 (xivii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via represented by one or more global securities in book-entry form which will be deposited by or on behalf of the Company in the name of Cede & Co., as nominee of The Depository Trust Company Deposit or Withdrawal at Custodian system its designated custodian, for the accounts of and in such authorized denominations as the several Underwritersapplicable Underwriter may request in writing at least two full Business Days prior to the Closing Date and, if any, each Option Closing Date; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viiiii) 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 Counsel, each in form and substance reasonably satisfactory to the Representative; (iv) At the Closing Date, a legal opinion of Company IP Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, addressed and as to the Underwriters and each Option Closing Date, if any, a bring-down opinion from Company IP Counsel, each in form and substance reasonably satisfactory to the Representative; (viiiv) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all material respects to the Representative from the Company Auditor dated Auditors dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixvi) On At 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 A attached hereto; (xvii) On At 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 B attached hereto; and (xiviii) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company the DTC’s Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares executed Representative’s Warrant Agreements shall be delivered via The Depository Trust Company Deposit issued in the name or Withdrawal at Custodian system for names and in such authorized denominations as the accounts of the several UnderwritersRepresentative may request; (iiic) At the Closing Date, the Closing Warrants and, as to Date and at each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a delivered legal opinion and negative assurance letter of Company Counsel Counsel, all addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form dated as of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, in form and substance reasonably satisfactory to counsel to the Underwriters; (e) Contemporaneously herewith, a bring-down opinion from Company Counsel comfort letter, addressed to the Underwriters and found to be, prior to the execution of this Agreement, in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) 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 dated, respectively, as of the date of this Agreement, Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixf) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Officer’s Certificate, substantially Officers’ Certificate in form and substance reasonably satisfactory to counsel to the form required by Exhibit B attached heretoUnderwriters; (xg) On the Closing Date and on each Option Closing Date, if any, the duly executed and delivered Secretary’s Certificate, substantially Certificate in form and substance reasonably satisfactory to counsel to the form required by Exhibit C attached heretoUnderwriters; and, (xih) Contemporaneously herewith, Such other customary certificates or documents as the duly executed Underwriters and delivered Lock-Up AgreementsUnderwriter Counsel may have reasonably requested.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares Securities and, as to each Option Closing Date, if any, the applicable Option SharesSecurities, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At On the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to Date and each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion and negative assurance letter 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 customary form and substance reasonably satisfactory to the Representative, including, without limitationRepresentative and Company Counsel; (c) On the Execution Date, a negative assurance cold comfort letter, dated as of the Execution Date, addressed to the Underwriters and in customary form and substance reasonably satisfactory to the Representative; (viii) 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 as of the date of this Agreementand from L&W, and a customary bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ixd) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in customary form and substance reasonably satisfactory to the form required by Exhibit B attached heretoRepresentative; (xe) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in customary form and substance reasonably satisfactory to the form required by Exhibit C attached heretoRepresentative; and (xif) Contemporaneously herewithOn the Execution Date, the duly executed and delivered Lock-Up Agreements. (g) On the Closing Date, duly executed and delivered copies of the warrant agency agreement regarding the Class A Warrants (the “Class A Warrant Agency Agreement”) the warrant agency agreement regarding the Class B Warrants (the “Class B Warrant Agency Agreement”), each dated as of the date of this Agreement and by and between the Company and Transfer Online, Inc., as Warrant Agent.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (ia) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iib) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion opinions of Company Counsel addressed to the Underwriters, (including, without limitation, a negative assurance letter, substantially in letter or statement) addressed to the form of Exhibit A attached hereto Underwriters and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion opinions and assurances from Company Counsel Counsel, in each case in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the RepresentativeRepresentative Counsel; (viiic) Contemporaneously herewithwith the execution hereof, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative Counsel from the Company Auditor dated 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; (ixd) On the Closing Date and on each Option Closing Date, the if any, a duly executed and delivered Officer’s Certificate, substantially in the customary form required by Exhibit B attached heretoreasonably satisfactory to Representative Counsel; (xe) On the Closing Date and on each Option Closing Date, the if any, a duly executed and delivered Secretary’s Certificate, substantially in the customary form required by Exhibit C attached hereto; andreasonably satisfactory to Representative Counsel; (xif) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements; (g) At the Closing Date and at each Option Closing Date, if any, the duly executed and delivered opinions (addressed to the Underwriters) of Company Counsel, counsel(s) for the Company with respect to certain intellectual property matters dated as of the Closing Date and each Option Closing Date, if any, and in form and substance reasonably satisfactory to Representative Counsel; and (h) Such other certificates, opinions or documents as the Underwriters and Representative Counsel may have reasonably requested.