Common use of Deliveries Clause in Contracts

Deliveries. (a) On or prior to each Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed to the Purchasers, in a form reasonably satisfactory to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow Manager.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably satisfactory acceptable to such Purchaserthe Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Warrants pursuant to Section 2.1, a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $6.25 per share0.0001, subject to adjustment therein therein; and (such Warrant certificate vi) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of US Company Counsel and of Israeli Company Counsel, in substantially forms reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) a legal opinion of the Company Counsel addressed to shall have provided each Purchaser with the Purchasers, in a form reasonably satisfactory Company’s wire instructions applicable to such Purchaser, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued Shares of irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to 1050% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesADSs to be delivered in accordance with sub-Section (iv) above, with an exercise price per ADS equal to $6.25 per shareUSD$12.07, subject to adjustment therein (such Warrant certificate may shall be delivered within three business days Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which shall be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee, if such Purchaser is purchasing ADSs and Warrants placed by the Placement Agent, or by wire transfer to of immediately available funds if such Purchaser is purchasing ADSs and Warrants directly from the account directed by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel in a form reasonably acceptable to the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and each Purchaser; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver, on an expedited basis, via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”), Shares equal to the Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) if applicable, a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% the difference between (A) the Subscription Amount divided by the Per Share Purchase Price and (B) the number of the aggregate of Shares otherwise issuable to such Purchaser that would cause such Purchaser’s Issued Shares and Transferred Shares, beneficial ownership of Common Stock to be more than the Beneficial Ownership Limitation with an exercise price equal to $6.25 0.001 per shareshare of Common Stock, subject to adjustment therein therein; (such Warrant certificate v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) the Lock-Up Agreements; and (vii) the Preliminary Prospectus and Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser;P▇▇▇▇▇▇▇▇; and (ii) the Investor Questionnaire (as defined in Subscription Amount, which shall be made available via DVP settlement with the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights AgreementCompany’s wire instructions, in substantially the form attached hereto as Exhibit A, duly on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) a legal opinion of Company Counsel addressed subject to the Purchasersprovision of Section 2.1 that settlement of the Shares shall occur via DVP, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $6.25 per share0.0001, subject to adjustment therein therein; (such Warrant certificate v) the Preliminary Prospectus and the Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (iivii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaserduly executed Lock-Up Agreements; (iiiviii) the Registration Rights Agreementa duly executed legal opinion of Company Counsel, in substantially form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by such PurchaserPlacement Agent and the Purchasers; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow Manager.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) on the date hereof, this Agreement duly executed by the Company; (ii) a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, British Virgin counsel to the Registration Rights AgreementCompany, in substantially a form and substance reasonably satisfactory to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) the delivery by the Company of (a) a legal opinion (including a negative assurance letter) of Company Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent, and (b) a legal opinion of Company Counsel addressed Skylight Law Firm, People’s Republic of China counsel to the PurchasersCompany, substantially in a the form and substance reasonably satisfactory acceptable to such Purchaserthe Placement Agent, to the Placement Agent on or prior to the Closing Date; (iv) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (v) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (vvi) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Sharesissuable on the date hereof, with an exercise price equal to $6.25 per share[__], subject to adjustment therein therein, via DWAC; (such vii) on the date hereof, the duly executed Lock-Up Agreements; (viii) on the date hereof, the duly executed Warrant certificate Agency Agreement; and (ix) the Pricing Prospectus and Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) on the date hereof, this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially the form attached hereto as Exhibit A, duly executed by and substance reasonably satisfactory to the CompanyPlacement Agent and each of the Purchasers; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserslast sentence of Section 2.1, in a form reasonably satisfactory to such Purchaserthe Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”), Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 1080% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share3.12, subject to adjustment therein (a copy of such executed Warrant will be delivered via email on the Closing Date and the originally executed Warrant certificate may be delivered within three business days two (2) Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially the form of Exhibit B attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 1040% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 0.61 per share, subject to adjustment therein; (v) a common stock purchase warrant registered in the name of Midtown, or its designees, to purchase up to a number of shares of Common Stock equal to 8% of the aggregate Subscription Amounts divided by $1.00, with an exercise price equal to $1.00, subject to adjustment therein (such Warrant certificate may be delivered within three business days Warrants, the “Placement Agent Warrants” and the aggregate number of shares of Common Stock underlying the Closing DatePlacement Agent Warrants, the “Placement Agent Shares”); (vi) the Escrow Deposit Agreement duly executed by the Company and Midtown; and (vii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser;’s Subscription Amount by certified check or wire transfer to the Escrow Agent; and (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, Agreement duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow Manager.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, substantially in substantially the form attached hereto as Exhibit A, duly executed by the CompanyB; (iii) a legal opinion of Company Counsel addressed to Nevada Counsel, substantially in the Purchasers, in a form reasonably satisfactory to such Purchaserattached as Exhibit C; (iv) a certificate representing an amendment to the Issued Shares of such Purchaser, registered Existing Registration Rights Agreement in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andform attached as Exhibit D; (v) a Warrant in substantially copy of the form attached hereto as Exhibit B registered in irrevocable instructions to the name of such Purchaser Transfer Agent instructing the Transfer Agent to purchase up to deliver, on an expedited basis, a certificate or uncertificated indicia evidencing a number of shares of Common Stock equal to 10% such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vi) the aggregate Registration Rights Agreement duly executed by the Company; and (vii) following the Company’s receipt of such Purchaser’s Issued Shares Subscription Amount, a cross receipt executed by the Company and Transferred Shares, with an exercise price equal delivered to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days Purchaser certifying that it has received the Subscription Amount from such Purchaser as of the Closing Date). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall agrees, severally and not jointly, to deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed specified by the Escrow ManagerCompany; (iii) a Form W-9, or W-8-IMY, as applicable, executed by such Purchaser; (iv) the Registration Rights Agreement duly executed by each such Purchaser; and (v) a cross-receipt executed by such Purchaser and delivered to the Company certifying that such Purchaser has received the Securities purchased by such Purchaser from the Company on the Closing Date .

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel in a form reasonably acceptable to the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the CompanyPurchasers; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or book entry statement evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares for each Purchaser of such PurchaserWarrants pursuant to Section 2.1, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to the Warrants divided by the Warrant Purchase Price, with an exercise price equal to $6.25 per share0.01, subject to adjustment therein (such original Warrant certificate may be delivered within three business days of two Trading Days after the Closing Date); (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed specified in the Company’s wire instructions; and (iii) the Registration Rights Agreement duly executed by the Escrow Managersuch Purchaser.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) Subject to the Registration Rights Agreementlast sentence of Section 1.1(a), in substantially a copy of the form attached hereto as Exhibit A, duly executed by irrevocable instructions to the Company; ’s transfer agent (iiithe “Transfer Agent”) a legal opinion of instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Counsel addressed to the PurchasersDeposit or Withdrawal at Custodian system (“DWAC”), in a form reasonably satisfactory Shares equal to such Purchaser; (iv) a certificate representing ’s Subscription Amount for Shares divided by the Issued Shares of such PurchaserPer Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (viii) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10such Purchaser’s Subscription Amount for Pre-Funded Warrants divided by the Per Pre-Funded Warrant Purchase Price; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesPre-Funded Warrants, with an exercise price equal to $6.25 per share3.30, subject to adjustment therein therein; and (such Warrant certificate v) the Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and or to the Selling Stockholder Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow ManagerAgent.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) subject to the Registration Rights Agreementpenultimate sentence of Section 2.1, in substantially the form attached hereto as Exhibit ACompany shall have provided each Purchaser with the Company’s wire instructions, duly on Company letterhead and executed by the CompanyChief Executive Officer or Chief Financial Officer; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserspenultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Unit Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a A Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share[●], subject to adjustment therein therein; (such v) the duly executed Warrant certificate Agency Agreement; (vi) on the date hereof, the duly executed Lock-Up Agreements from each director and officer of the Company; (vii) the Preliminary Prospectus and Final Prospectus (which may be delivered within three business days in accordance with Rule 172 under the Securities Act); (viii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent; and (ix) a certificate, executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date, reaffirming as of the Closing Date the conditions set forth in Section 2.3(b)(i), (ii) and (iv). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. Subject to the terms and conditions hereof: (a) On or prior to each Closing Date, At the Company shall deliver or cause to be delivered to each Purchaser the followingInitial Closing: (i) this Agreement duly executed each Purchaser shall deliver to Amicus such Purchaser’s Existing Securities for cancellation and the Companies will pay such Purchaser all outstanding accrued but unpaid interest on the notes purchased pursuant to the Prior Agreement, to the account designated by such Purchaser at least three business days prior to the CompanyInitial Closing; (ii) the Registration Rights AgreementAmicus or Amicus UK, in substantially the form attached hereto as Exhibit Aapplicable, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed to the Purchasers, in a form reasonably satisfactory shall deliver to such Purchaser; , (ivi) a certificate representing an Initial Note, in the Issued Shares name of such Purchaser, representing the aggregate principal amount of Initial Notes purchased by such Purchaser at the Initial Closing set beside such Purchaser’s name on Schedule A, and (ii) for each $1,000 principal amount of Initial Notes purchased by such Purchaser at the Initial Closing, a Warrant, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser Purchaser, to purchase up to a number of shares of Common Stock Warrant Shares equal to 10% of (rounded down to the aggregate of nearest whole share) (i) $300.00 divided by (ii) the Reference Price; and (iii) at the Initial Closing the Parties shall also deliver the Guarantee and such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal other documents as are required to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days by the Parties pursuant to the terms of the Closing Date)this Agreement. (b) On or prior to At each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the followingAdditional Closing: (i) this Agreement duly executed each Purchaser shall deliver to Amicus or Amicus UK, as applicable, such Purchaser’s share of the Purchase Price for the Additional Notes by the Selling Stockholder; andwire transfer on such Closing Date to an account specified by Amicus; (ii) a certificate representing Amicus or Amicus UK, as applicable, shall deliver to such Purchaser, (i) an Additional Note, in the Transferred Shares name of such Purchaser, representing the aggregate principal amount of the Additional Notes purchased by such Purchaser at such Closing, and (ii) for each $1,000 principal amount of Additional Notes purchased by such Purchaser at such Closing, a Warrant, registered in the name of such Purchaser Purchaser, to purchase up to a number of Warrant Shares equal to (rounded down to the nearest whole share) (i) $300.00 divided by (ii) (x) the VWAP for the four (4) Trading Days beginning immediately prior to the date of issuance of such certificate may Notes, and (y) 132.5%; (iii) at each such Additional Closing the Parties shall also deliver the Guarantee and such other documents as are required to be delivered within three business days by the Parties pursuant to the terms of the Closing Date)this Agreement. (c) On or prior to As soon as practicable after each Closing DateClosing, each Purchaser purchasing Securities Amicus UK shall obtain a listing for the Notes issued by it on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow ManagerCayman Islands Stock Exchange.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto Company’s wire instructions as Exhibit A, duly executed by the Companyset forth on Annex A hereto; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserslast sentence in Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price Subscription Amount applicable to Warrants as set forth on such Purchaser’s signature page hereto (which number shall be equal to $6.25 per share100 % of such Purchaser’s Shares, subject to adjustment therein therein); (such Warrant certificate v) the Preliminary Prospectus and the Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act).; (b) On or prior to the execution of this Agreement, each Closing Date, the Selling Stockholder Purchaser shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) Placement Agent a certificate representing the Transferred Shares of such Purchasercompleted client suitability form and completed anti-money laundering information form, registered substantially in the name of forms attached as Annex B and Annex C hereto, respectively. Each Purchaser shall use its commercially reasonable best efforts to ensure such Purchaser (such certificate may be delivered within three business days of forms are completed in a manner that is satisfactory to the Placement Agent on or prior to the Closing Date). (c) On or prior to each the Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, which shall be paid by wire transfer of immediately available funds to the account Company pursuant to the wire instructions set forth on Annex A hereto (or which Subscription Amount shall otherwise be paid or made available if so directed by the Escrow ManagerPlacement Agent, including for DVP settlement with the Company or its designees).

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, substantially in substantially the form of Exhibit B attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion of Company Counsel addressed subject to the Purchasersfourth sentence of Section 2.1, in a form reasonably satisfactory to such Purchaserthe Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the fourth sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such certificate may be delivered within three business days of the Closing DatePurchaser’s Prefunded Warrants, if applicable); and; (v) a Common Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10125% of the aggregate sum of such Purchaser’s Issued Shares and Transferred SharesPrefunded Warrant Shares on the date hereof, with an exercise price equal to $6.25 per share3.23, subject to adjustment therein therein; (vi) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant certificate divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; and (vii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a duly executed and delivered Officer’s Certificate from the Registration Rights AgreementCompany, in substantially customary form reasonably satisfactory to the form attached hereto as Exhibit A, duly executed by Placement Agent and the CompanyPlacement Agent Counsel; (iii) a legal opinion duly executed and delivered certificate of the Chief Financial Officer of the Company Counsel addressed with respect to certain financial information dated as of the Closing Date, and in form and substance satisfactory to the Purchasers, in a form reasonably satisfactory to such PurchaserPlacement Agent and the Placement Agent Counsel; (iv) a certificate representing duly executed and delivered Secretary’s Certificate dated as of the Issued Closing Date, and in form and substance satisfactory to the Placement Agent and the Placement Agent Counsel; (v) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and the Placement Agent Counsel; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser Purchaser; (such certificate viii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designees.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably satisfactory acceptable to such Purchaserthe Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $6.25 per share0.0001, subject to adjustment therein therein; and (such Warrant certificate vi) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Registration Rights AgreementPlacement Agent and the Purchasers, in substantially a form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by Placement Agent and the CompanyPurchasers; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver on an expedited basis a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Unit Purchase Price, registered in a the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Warrant Shares equal to 10% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount divided by the Per Unit Purchase Price, with an exercise price equal to $6.25 2.20 per shareWarrant Share, subject to adjustment therein therein; (such Warrant certificate may be delivered within three business days of v) the Closing Date)Company shall have provided Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) the Debt Conversion Agreement duly executed by the Company; (vii) the Registration Rights Agreement duly executed by the Company; (viii) a duly executed Officer’s Certificate, substantially in the form acceptable to the Purchasers; and (ix) a duly executed Secretary’s Certificate, substantially in the form acceptable to the Purchasers. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser’s Subscription Amount as set forth on such Purchaser’s signature page hereto by wire transfer to the account specified in writing by the Company; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, Debt Conversion Agreement duly executed by such Purchaser; and (iv) the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow Manager.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed to the Purchasersand of Company Israeli Counsel, in a form reasonably satisfactory acceptable to such Purchaserthe Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Ordinary Shares, with an exercise price equal to $6.25 per share1.45, subject to adjustment therein therein; and (such Warrant certificate vi) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer Amount, which shall be made available for DVP settlement with the Company or its designees. (iii) With respect to such Purchaser purchasing 5% or more of the account directed by Company’s issued and outstanding share capital, such Purchaser’s duly executed copy of the Escrow Managerundertaking to IIA, in the form previously provided to such Purchaser.

Deliveries. (a) On or prior to each Closing Date, the Company shall deliver or cause to be delivered to each of the Placement Agent on behalf of each Purchaser participating in the applicable Closing the following: (i) this Agreement duly executed by the Company; (ii) a stock certificate or book entry statement for each Purchaser from the Registration Rights Agreement, in substantially the form attached hereto as Exhibit ATransfer Agent representing an amount of shares of Common Stock equal to such Purchaser’s Subscription amount divided by 1; (iii) a Warrant to purchase a number of shares of Common Stock equal to such Purchaser’s Subscription amount divided by 1, duly executed by the Company; (iiiiv) a legal opinion copy of a good standing certificate of the Company Counsel addressed , dated a date reasonably close to the Purchasers, in a form reasonably satisfactory to such Purchasereach Closing Date; (ivv) for initial Closing Date only, a certificate representing the Issued Shares of such Purchasercertificate, registered in the name of such Purchaser (such certificate may be delivered within three business days dated as of the Closing Date), duly executed, and delivered by an officer of the Company, certifying the resolutions of the Company’s Board of Directors then in full force and effect authorizing, to the extent relevant, all aspects of the transaction and the execution, delivery and performance of each Transaction Document to be executed and the transactions contemplated hereby and thereby; (vi) opinion of counsel to the Company in form satisfactory to the counsel to the Placement Agent; and (vvii) a Warrant such other approvals, opinions, or documents as the Placement Agent may request in substantially form and substance reasonably satisfactory to the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date)Placement Agent. (b) On or prior to each the Closing DateDate in which respect of a Purchaser is participating, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount as to the Closing by wire transfer to the Escrow Agent to the account directed by specified in Schedule 2.1 hereto; and (iii) Purchaser Questionnaire in the Escrow Managerform of Exhibit B hereto.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights AgreementCompany’s wire instructions, in substantially the form attached hereto as Exhibit A, duly on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserseighth sentence in Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in Preliminary Prospectus and the name of such Purchaser Prospectus (such certificate which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act); and; (v) a Common Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Sharesshares of Common Stock, as applicable, with an exercise price equal to $6.25 [_] per share, subject to adjustment therein therein; (such Warrant vi) the duly executed Lock-Up Agreements; (vii) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; (viii) Secretary’s certificate may be delivered within three business days executed by an officer of the Closing Date)Company, dated as of the date of Closing, in form and substance reasonable acceptable to the Purchasers and Placement Agent; and (ix) a legal opinion of Company Counsel, in form reasonably acceptable to the Placement Agent and the Purchasers. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer with respect to the account directed Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Escrow ManagerCompany or its designees.

Deliveries. (a) On or prior to each the Closing Date, or such other date that may be set forth below, the Company shall deliver or cause to be delivered to each Purchaser or the Placement Agent, if so designated, the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed delivered to the PurchasersPlacement Agent, substantially in a the form reasonably satisfactory acceptable to such Purchaserthe Placement Agent; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the applicable Class A Unit Purchase Price or Class B Unit Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Class B Units, a Warrant in substantially certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the form attached hereto as Exhibit B Stated Value, registered in the name of such Purchaser, which certificates may be delivered to each Purchaser within five (5) Business Day of the Closing, and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vi) a Warrant registered in the name of each such Purchaser to purchase up to a number of shares of Common Stock equal to 10___% of the aggregate number of Shares purchased by such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein therein; (such Warrant certificate vii) the Purchaser’s respective Leakout Agreement substantially in the form of Exhibit B, duly executed by the Company; and (viii) the Preliminary Prospectus and the Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined Purchaser’s duly executed Leakout Agreement substantially in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as of Exhibit A, duly executed by such PurchaserB; and (iviii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, addressed to the Registration Rights AgreementPlacement Agent and each Purchaser, in substantially a form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by Placement Agent and the CompanyPurchasers; (iii) a legal opinion certificate evidencing a number of Company Counsel addressed to the Purchasers, in a form reasonably satisfactory shares of Preferred Stock equal to such Purchaser; (iv) a certificate representing ’s Subscription Amount divided by the Issued Shares of such PurchaserStated Value, registered in the name of such Purchaser (Purchaser, or, at the election of such certificate may be delivered within three business days Purchaser, evidence of the Closing Date); andissuance of such Purchaser’s shares of Preferred Stock hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser, and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viv) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 1085% of the aggregate of such Purchaser’s Issued Conversion Shares and Transferred Shareson the date hereof, with an exercise price equal to $6.25 per share0.48, subject to adjustment therein therein; (such Warrant certificate v) the Escrow Agent’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and or the Selling Stockholder Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) to the Investor Questionnaire (as defined in the Private Placement Memorandum)Escrow Agent, completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed specified in writing by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably satisfactory acceptable to such Purchaserthe Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Company; (iv) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $6.25 per share0.0001, subject to adjustment therein therein; (such Warrant certificate vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company;; and (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed to the Purchasers, in Debenture with a form reasonably satisfactory principal amount equal to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser’s Subscription Amount, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date)Purchaser; and (viii) a Class A Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesPrincipal Amount divided by the Exercise Price, with an exercise price initial Exercise Price equal to $6.25 per share0.20, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date).therein; (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (iiiv) a certificate representing the Transferred Shares of such Purchaser, Class B Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Principal Amount divided by the Exercise Price, with an initial Exercise Price equal to $0.10, subject to adjustment therein; (such v) the Security Agreement, along with all of the Security Documents, duly executed by the Company; (vi) an officer’s certificate may be delivered within three business days from the Chief Executive Officer of the Company, dated as of the Closing Date)., certifying and setting forth (i) the names, signatures and positions of the Persons authorized to execute this Agreement and any other Transaction Documents to which the Company is a party and (ii) a copy of the resolutions of the Company authorizing the execution, delivery and performance of this Agreement; and (cb) On or prior to each the Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, Security Agreement duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed as specified in writing by the Escrow ManagerCompany or by delivery to the Company of evidence of indebtedness and an endorsement or acknowledgement that said indebtedness will be cancelled upon issuance of the Debentures subscribed for hereunder.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following. Other than with respect to item 2.2 (a)(v) below, these deliverables shall be reasonably acceptable to each Purchaser: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementlegal opinions of (x) Company Counsel with respect to U.S. laws and securities matters; and (y) BVI Counsel with respect to British Virgin Islands laws, in substantially a form satisfactory to Loeb and the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) a legal opinion of Company Counsel cold comfort letter, addressed to the Purchasers, Placement Agent in a form and substance reasonably satisfactory to such Purchaserin all material respects from Centurion ZD CPA & Co.; (iv) the Lock-Up Agreements; (v) a certificate representing duly executed and delivered Officer’s Certificate, in customary form reasonably satisfactory to Loeb and the Issued Placement Agent; (vi) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date)Purchaser; and (vvii) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares Prospectus and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein Prospectus Supplement (such Warrant certificate which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) At the Closing the Company shall: (i) issue to each Purchaser such number of Shares as is equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price; (ii) issue an A Warrant to such Purchaser to purchase up to a number of shares of Common Stock equal to 30% of such Purchaser’s Shares; (iii) issue a B Warrant to such Purchaser to purchase up to a number of shares of Common Stock equal to 30% of such Purchaser’s Shares; and (iv) deliver to each Purchaser the Registration Rights Agreement duly executed by the Company. (b) At the Closing each Purchaser shall deliver or cause to be delivered to the Company the following: (i) such Purchaser’s Subscription Amount in immediately available funds by certified check or wire transfer (any expense amount due such Purchaser hereunder may be offset from such payment by such Purchaser); and (ii) the Registration Rights Agreement duly executed by such Purchaser. (c) On or prior to each promptly following the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed one or more certificates evidencing the Shares purchased by the Company; such Purchaser, and (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed original Warrants purchased by the Company; (iii) a legal opinion of Company Counsel addressed to the Purchasers, in a form reasonably satisfactory to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, in each case registered in the name of such Purchaser (and in such certificate denominations as may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of reasonably requested by such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date). (bd) On or prior to each promptly following the Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date Company shall deliver or cause to be delivered to the Company Placement Agent the Placement Agent Shares and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow ManagerAgent Warrants.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of Company Counsel, and each opinion in form and substance satisfactory to the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserssecond-to-last sentence of Section 2.1, in a form reasonably satisfactory to such Purchaserthe Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the second-to-last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Shares divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Series B Warrants pursuant to Section 2.1, a Series B Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Series B Warrants divided by the Per Share Purchase Price, with an exercise price equal to $6.25 per share0.00001, subject to adjustment therein therein; (vi) a Series A Warrant registered in the name of such Warrant certificate Purchaser to purchase up to a number of shares of Common Stock equal to % of such Purchaser’s Shares or Series B Warrants, with an exercise price equal to $ , subject to adjustment therein; and (vii) the Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount with regard to the Shares and Series A Warrants purchased by such Purchaser, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee; and (iii) (ii) such Purchaser’s Subscription Amount with regard to the Series B Warrants and Series A Warrants purchased by such Purchaser, if any, by wire transfer to the account directed specified by the Escrow ManagerCompany in Section 2.2(a)(iii) above, or as otherwise agreed by the Company and the Placement Agent.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably satisfactory acceptable to the Placement Agent and Purchasers; (ii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions; (iii) subject to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) if applicable, a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of difference between (A) such Purchaser’s Issued Subscription Amount divided by the Per Pre-Funded Warrant Purchase Price and (B) the number of Shares and Transferred Shares, otherwise issuable to such Purchaser that would cause such Purchaser’s Beneficial Ownership to be more than the Beneficial Ownership Limitation with an exercise price equal to $6.25 0.0001 per shareshare of Common Stock, subject to adjustment therein therein; and (such Warrant certificate v) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company U.S. Counsel, in substantially the form attached hereto as Exhibit A, duly executed by reasonably acceptable to the CompanyPlacement Agent and the Purchaser; (iii) a legal opinion of Company Counsel addressed Cayman Islands Counsel, in form reasonably acceptable to the Purchasers, in a form reasonably satisfactory to such Placement Agent and the Purchaser; (iv) the Company’s wire instructions on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (v) subject to the second last sentence of Section 2.1, a certificate representing copy of the Issued Shares of such Purchaser, irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) the Placement ADSs purchased by the Purchaser registered in the name of such Purchaser Purchaser; (such vi) lock-up agreements, in form and substance reasonably acceptable to the Purchaser, executed by each officer and director of the Company substantially in the form of Exhibit B hereto (each a “Lock-Up Agreement”); (vii) an certificate of an officer of the Company (“Officer’s Certificate”), in form and substance satisfactory to the Purchaser; (viii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act); and (vix) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to 10% the number of Placement ADSs purchased by the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date). (b) On or prior to each the Closing Date, the Selling Stockholder Purchaser shall deliver or cause to be delivered to each Purchaser the Company, the following: (i) this Agreement duly executed by the Selling StockholderPurchaser; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion from Company Counsel and the Registration Rights AgreementCompany’s PRC counsel addressed to the Purchasers and the placement agent, substantially in substantially the form of Exhibit B attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share5.65, subject to adjustment therein therein; (such Warrant certificate may v) the Share Escrow Agreement duly executed by the Company and the Share Escrow Agent; (vi) instruction letter instructing the transfer agent to issue the Make Good Shares, which shall be delivered within three business days of on or before April 22, 2010, duly executed by the Closing Date)Company; and (vii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed Funds Escrow Agent; (iii) the Share Escrow Agreement duly executed by such Purchaser; (iv) the Escrow ManagerRegistration Rights Agreement duly executed by such Purchaser; and (v) the Selling Shareholder Questionnaire attached to the Registration Rights Agreement, duly executed by such Purchaser.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementlegal opinions of Company UK Counsel and Company US Counsel, in substantially a form reasonably acceptable to the form attached hereto as Exhibit APlacement Agent, duly executed by Purchasers and the CompanyDepositary; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserslast sentence of Section 2.1, in a form reasonably satisfactory to such Purchaserthe Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued Shares of irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date)Purchaser; and (v) a Series E Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares represented by ADSs equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesPlaced ADSs, with an exercise price equal to $6.25 per share0.98, subject to adjustment therein (such original Series E Warrant certificate may be delivered within three business days Trading Days of the Closing Date); (vi) a Series F Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares represented by ADSs equal to 100% of such Purchaser’s Placed ADSs, with an exercise price equal to $0.98, subject to adjustment therein (such original Series F Warrant certificate may be delivered within three Trading Days of the Closing Date); (vii) on the date hereof, the duly executed Lock-Up Agreements; and (viii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel Counsel, addressed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers; (vi) a signed letter from the Chief Financial Officer of the Company addressed to the Placement Agent and the Purchasers, in form and substance reasonably satisfactory to such Purchaserthe Placement Agent and its counsel, containing statements and information of the type ordinarily included in chief financial officer certificates to placement agents with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Prospectus, and the Prospectus Supplement. (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis via DWAC, the number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in accordance with the instructions of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share1.64, subject to adjustment therein therein; (such Warrant certificate vi) the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Companya legal opinion of Company Counsel; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserslast sentence of Section 2.1, in a form reasonably satisfactory to such Purchaserthe Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $6.25 per share0.001, subject to adjustment therein therein; and (such Warrant certificate vi) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company and the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, substantially in substantially the form of Exhibit B attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 1030% of the aggregate number of Shares purchased by such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share6.60, subject to adjustment therein (such Warrant certificate may be delivered within three business days two Trading Days of the Closing Date); (v) a certificate, in form provided to the Company, executed by an officer of the Company and dated as of such Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors in a form reasonably acceptable to Purchaser, (ii) the certificate or articles of incorporation of the Company (of which a certified version shall be attached to such certificate) and (iii) the Company’s bylaws (which shall be attached to such certificate, each as in effect at such Closing; and (vi) the Company shall have provided each Purchaser with the Escrow Agent’s wire instructions. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed specified by the Escrow ManagerCompany. (c) Prior to the date hereof, the Company has delivered to each Purchaser, and the Purchaser has had the opportunity to review, in each case, the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed Counsel, directed to the Placement Agents and the Purchasers, in a form reasonably satisfactory acceptable to such Purchaserthe Placement Agents and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share_____, subject to adjustment therein therein; (such vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) the Warrant certificate Agency Agreement, duly executed by the parties thereto; (viii) the Lock-Up Agreements, duly executed; and (ix) the Pricing Prospectus and the Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially form and substance reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPurchasers; (iii) a legal opinion of the Company Counsel addressed to shall have provided each Purchaser with the PurchasersCompany’s wire instructions, in a form reasonably satisfactory to such Purchaseron Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Prefunded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to the Prefunded Warrant divided by the Per Share Purchase Price, with an exercise price equal to $6.25 per share0.001, subject to adjustment therein therein; and (such Warrant certificate vi) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially a form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) a legal opinion of the Company’s wire instructions, on Company Counsel addressed to letterhead and executed by the Purchasers, in a form reasonably satisfactory to such PurchaserCompany’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1(a), a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to the number of shares of Common Stock set forth on such Purchaser’s signature page hereto, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a if applicable, an originally signed Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrants divided by the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $6.25 per share0.0001, subject to adjustment therein therein; (such Warrant certificate may be delivered within three business days vi) Lock-up Agreements, in substantially in the form attached hereto as Exhibit A, executed by each of the Closing Date)Company’s executive officers and directors as of the date hereof; (vii) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; and (viii) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designees.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementlegal opinion of Company Counsel, in substantially a form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agents and Purchasers; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver, on an expedited basis, in book entry form (unless otherwise requested by the Purchasers) a form reasonably satisfactory number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a certificate representing the Issued Shares of such PurchaserCompany’s wire instructions, registered in on Company letterhead and executed by the name of such Purchaser Chief Executive Officer or Chief Financial Officer; (such certificate v) the Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act); (vi) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agents; (vii) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agents; (viii) the Lock-Up Agreements; and (vix) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal Subscription Amount applicable to $6.25 per sharePre-Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date).therein; (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed specified by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agents the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed to the PurchasersCounsel, in a form reasonably satisfactory to such Purchaserthe Placement Agents and the Purchasers; (iii) a cold comfort letter, addressed to the Placement Agents from EisnerAmper LLP, the registered independent accountant of the Company, in a form and substance reasonably satisfactory in all respects to the Placement Agent; (iv) Lock-Up Agreements in the form attached hereto as Exhibit A executed and delivered by each of the Company’s officers and directors by no later than the date of this Agreement; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date)Purchaser; and (vvii) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares Prospectus and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein Prospectus Supplement (such Warrant certificate which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially a form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and Purchasers; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver, on an expedited basis, in book entry form (unless otherwise requested by the Purchasers) a form reasonably satisfactory number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a certificate representing the Issued Shares of such PurchaserCompany’s wire instructions, registered in on Company letterhead and executed by the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andChief Executive Officer or Chief Financial Officer; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $6.25 per share0.001, subject to adjustment therein therein (such Warrant certificate may be delivered within three business days of vi) the Closing Date)Lock-Up Agreements; and (vii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iviii) such Purchaser’s Subscription Amount by wire transfer to the account directed specified by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, addressed to each Purchaser and the Registration Rights AgreementPlacement Agent, in substantially form and substance reasonably satisfactory to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) a legal opinion certificate (or entry in the Company’s book entry stock ledger) evidencing a number of Company Counsel addressed shares of Series O Preferred Stock equal to the Purchasers, in a form reasonably satisfactory to such Purchaser; (iv) a certificate representing the Issued Shares 52.5% of such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser (such certificate may be delivered within three business days and evidence of the Closing Date); andfiling and acceptance of the Series O Certificate of Designation from the Secretary of State of Delaware; (viv) a Warrant certificate (or entry in substantially the form attached hereto as Exhibit B Company’s book entry stock ledger) evidencing a number of shares of Series P Preferred Stock equal to 52.5% of such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% and evidence of the aggregate filing and acceptance of such Purchaser’s Issued Shares the Series P Certificate of Designation from the Secretary of State of Delaware; (v) the Prospectus and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein Prospectus Supplement (such Warrant certificate which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act); (vi) the Escrow Agreement; and (vii) a Secretary’s Certificate and an Officer’s Certificate in form and substance reasonably satisfactory to the Placement Agent. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and or the Selling Stockholder Escrow Agent, as applicable, the following: (i) to the Company, this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account directed by specified in the Escrow ManagerAgreement.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: : (i) this Agreement duly executed by the Company; ; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel Counsel, addressed to the Purchasers, in a form reasonably satisfactory acceptable to the Purchasers; (iii) subject to Section 2.1, the Company shall have caused to be provided to each Purchaser with the Company’s wire instructions; (iv) subject to Section 2.1, a copy of the instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis via book entry, the number of Shares equal to such Purchaser; (iv) a certificate representing ’s Subscription Amount divided by the Issued Shares Per Share Purchase Price, registered in accordance with the instructions of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesPre-Funded Warrants, with an exercise price equal to $6.25 per share5.25, subject to adjustment therein therein; and (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrant certificate may be delivered within three business days of divided by the Closing DatePer Share Purchase Price (the “Pre-Funded Warrant Purchase Price”), with an exercise price equal to $0.0001, subject to adjustment therein. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: : (i) this Agreement duly executed by such Purchaser; ; and (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) i. this Agreement duly executed by the Company; (ii) . the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by Company shall have provided each Purchaser with the Company’s wire instructions; (iii) . a legal opinion copy of Company Counsel addressed the instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver to each Purchaser within two (2) Business Days after the Closing, in evidence of a form reasonably satisfactory book-entry position evidencing the number of Shares equal to such Purchaser; (iv) a certificate representing ’s Subscription Amount divided by the Issued Shares of such PurchaserPer Share Purchase Price, registered in the name of such Purchaser, or in such nominee name(s) as designated by such Purchaser, representing the number of Shares to be purchased by such Purchaser at such Closing as set forth in the Schedule of Purchasers, and a copy of the records of the Transfer Agent showing each Purchaser (or such certificate may be delivered within three business days nominee or custodian) as the owner of the Shares on and as of the Closing Date); and (v. The name(s) a Warrant in substantially which the Shares are to be issued to each Purchaser are set forth in the Purchaser Questionnaire in the form attached hereto as Exhibit B Appendix I (the “Purchaser Questionnaire”), as completed by each Purchaser, which shall be provided to the Company no later than the date hereof; and iv. a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate fifty (50%) of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per shareone hundred fifty (150%) of the Per Share Purchase Price, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date)therein. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) : i. this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow Manager.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially form and substance reasonably acceptable to the form attached hereto as Exhibit A, duly executed by Placement Agent and the CompanyPurchasers; (iii) a legal opinion certificate evidencing a number of Company Counsel addressed to the Purchasers, in a form reasonably satisfactory shares of Preferred Stock equal to such Purchaser; (iv) a certificate representing ’s Subscription Amount divided by the Issued Shares of such PurchaserStated Value, registered in the name of such Purchaser (such certificate may be delivered within three business days and evidence of the Closing Date); andfiling and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viv) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Conversion Shares, with an exercise price equal to $6.25 per share0.30, subject to adjustment therein therein; (such Warrant certificate may be delivered within three business days of v) the Closing Date)Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) Intentionally Omitted; (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and or the Selling Stockholder Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Investor Questionnaire (as defined in the Private Placement Memorandum)Escrow Agent, completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by specified in the Escrow ManagerAgreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, addressed to the Registration Rights AgreementPurchasers dated as of the Closing Date, in substantially form and substance satisfactory to the form attached hereto as Exhibit A, duly executed by the CompanyPurchasers; (iii) a legal opinion of the Company Counsel addressed to shall have provided each Purchaser with the PurchasersCompany’s wire instructions, in a form reasonably satisfactory to such Purchaseron Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a an Investor Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of 8,733,625 shares of Common Stock Stock, which is equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesPre-funded Warrants, with an exercise price equal to $6.25 per share1.30, subject to adjustment therein therein; and (vi) for each Purchaser of Pre-funded Warrants pursuant to Section 2.1, a Pre-funded Warrant registered in the name of such Warrant certificate Purchaser to purchase up to 5,533,625 shares of Common Stock, with an exercise price equal to $0.001, subject to adjustment therein; and (vii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount Amount, by wire transfer to the account directed by Company, less the Escrow Managersum of $0.001 per Pre-funded Warrant.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights AgreementCompany’s wire instructions, in substantially the form attached hereto as Exhibit A, duly on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iii) subject to Section 2.1, a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) system Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in Prospectus and the name of such Purchaser Prospectus Supplement (such certificate which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act); and (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal Subscription Amount applicable to $6.25 per sharePre-Funded Warrants divided by the Per Pre-Funded Warrant Purchase Price, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date)as specified therein. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer with respect to the account directed Securities purchased by such Purchaser, which shall be made available for DVP settlement with the Escrow ManagerCompany or its designees.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Registration Rights Agreement, in substantially irrevocable instructions to the form attached hereto as Exhibit A, duly executed Transfer Agent instructing the Transfer Agent to deliver on an expedited basis a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Company; (iii) a legal opinion Per Share Purchase Price, registered in the name of Company Counsel addressed to such Purchaser, or, at the Purchaserselection of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in a DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iviii) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a an Ordinary Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Share’s equal to 10100% of the aggregate of such Purchaser’s Issued Shares (and Transferred SharesPre-Funded Warrants, with an exercise price equal to $6.25 per shareif applicable), subject to adjustment therein as specified therein; and (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Pre- Funded Warrant Purchase Price, subject to adjustment as specified therein; (v) a Secretary’s certificate may be delivered within three business days executed by an officer of the Closing Date).Company, dated as of the date of Closing, in form and substance reasonable acceptable to the Purchasers; and (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such ▇▇▇▇▇▇▇▇▇, including the questionnaire included on the Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser’s signature page hereto; and (ivii) such Purchaser’s Subscription Amount with respect to the Securities purchased by such Purchaser, by wire transfer to the account directed specified in writing by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Companya legal opinion of Company Counsel; (iii) a legal opinion certificate evidencing a number of Company Counsel addressed to the Purchasers, in a form reasonably satisfactory shares of Preferred Stock equal to such Purchaser; (iv) a certificate representing the Issued Shares of ’s Subscription Amount minus such Purchaser’s Aggregate Per Share Purchase Price divided by the Stated Value, registered in the name of such Purchaser (such certificate may be delivered within three business days and evidence of the Closing Date); andfiling and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Aggregate Per Share Purchase Price divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of ,in the aggregate among all Purchasers, 275,000 shares of Common Stock equal (subject to 10% of adjustment for reverse and forward stock splits and the aggregate of such Purchaser’s Issued Shares and Transferred Shareslike), with an exercise price equal to $6.25 per share3.49, subject to adjustment therein (such Warrant certificate may be delivered within three business days Trading Days of the Closing Date); and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed specified in writing by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially form reasonably satisfactory to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserslast sentence of Section 2.1, in a form reasonably satisfactory to such Purchaserthe Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $6.25 per share0.001, subject to adjustment therein therein; (such Warrant vi) the duly executed Lock-Up Agreements; (vii) a certificate may be delivered within three business days executed by the Company’s executive officers, in customary form reasonably satisfactory to the Placement Agent and ▇▇▇▇▇▇▇▇; (viii) a certificate executed by the Secretary of the Company, in customary form reasonably satisfactory to the Placement Agent and ▇▇▇▇▇▇▇▇; and (ix) On the Closing Date), the Placement Agent shall have received a “comfort” letter from ▇▇▇▇▇▇ LLP, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and ▇▇▇▇▇▇▇▇. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) on the date hereof, this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the applicable Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this Agreement and the Registration Rights Agreement each duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the CompanyIntentionally Omitted; (iii) a legal opinion certificate evidencing a number of Company Counsel addressed Shares of Series H-2 Preferred Stock equal to such Purchaser’s portion of the Purchasers, Share Purchase Price divided by the Per Share Purchase Price registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B Warrants registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate one hundred and fifty percent (150%) of such Purchaser’s Issued Conversion Shares and Transferred Shares(assuming the Shares calculated pursuant to clause (iii) above are fully converted at the Closing), with an initial exercise price equal to $6.25 per sharethe Per Share Purchase Price, subject to adjustment therein therein; (such Warrant certificate may be v) The Company shall have delivered within three business days a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 2.3(b); and (vi) The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each applicable Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) and the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, Agreement each duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed previously specified by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially form and substance acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPurchasers; (iii) a legal opinion of Company Counsel cold comfort letter, addressed to the PurchasersPlacement Agent, from Deloitte Certified Public Accountants S.A., in a form and substance reasonably satisfactory in all respects to such Purchaserthe Placement Agent; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver Shares of equal to such Purchaser’s Subscription Amount divided by the Share Purchase Price, registered in the name of such Purchaser Purchaser, to the Placement Agent (such certificate may be delivered within three business days of the Closing Datefor settlement as described in Section 2.1) via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”); and; (vvi) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, each with an exercise price equal to $6.25 per share0.35, subject to adjustment therein therein; (such Warrant certificate vii) the Lock-Up Agreements; and (viii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably satisfactory acceptable to such Purchaserthe Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such certificate may be delivered within three business days of the Closing DatePurchaser’s Prefunded Warrants, if applicable); and; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Subscription Amount applicable to Prefunded Warrants divided by the Per Share Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and Transferred Prefunded Warrant Shares, with an exercise price equal to $6.25 1.62 per share, subject to adjustment therein therein, and (such Warrant certificate vii) the Prospectus and the Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to (minus, if applicable, a Purchaser’s aggregate exercise price of the account directed by Prefunded Warrants, which amounts shall be paid as and when such Prefunded Warrants are exercised for cash), which shall be made available for “Delivery Versus Payment” settlement with the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Israeli Counsel, in substantially form acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and Purchasers; (iii) a legal opinion of Company Counsel addressed U.S. Counsel, in form acceptable to the Placement Agent and Purchasers, in a form reasonably satisfactory to such Purchaser; (iv) the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (vvi) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to 1050% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share1.76, subject to adjustment therein therein; and (such Warrant certificate vii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designees.

Deliveries. (a) On or prior to each Closing DateDate (unless otherwise indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) at the First Closing, this Agreement duly executed by the Company; (ii) at the Registration Rights AgreementFirst Closing, a legal opinion of Company Counsel, substantially in substantially the form of Exhibit E attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion an irrevocable letter of Company Counsel addressed instruction to the Purchasers, in transfer agent to issue book entry evidencing a form reasonably satisfactory number of shares of Preferred Stock equal to such Purchaser; (iv) a certificate representing the Issued ’s First Closing Shares of Preferred Stock or Second Closing Shares of Preferred Stock (as applicable) as set forth on the signature page hereto executed by such Purchaser, Purchaser registered in the name of such Purchaser (such certificate may be delivered within three business days and evidence of the Closing Date); andfiling and acceptance of the Certificate of Designation from the Secretary of State of Florida; (viv) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Sharesaggregate Subscription Amounts for the applicable Closing divided by the Exercise Price (as defined in the applicable Warrant) then in effect; (v) at the First Closing, with an exercise price equal to $6.25 per sharethe Voting Agreements; and (vi) at the First Closing, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date)Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: Date (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Dateunless otherwise indicated below). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) at the First Closing, this Agreement duly executed by such Purchaser; (ii) to the Investor Questionnaire (as defined in the Private Placement Memorandum)Company, completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s First Closing Subscription Amount or Second Closing Subscription Amount (as applicable Closing) by wire transfer to the account directed specified by the Escrow ManagerCompany; and (iii) at the First Closing, the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to each First Closing DateDate (except as otherwise indicated), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of the Registration Rights AgreementCompany’s counsel, in substantially form and substance reasonably satisfactory to the form attached hereto as Exhibit A, duly executed by the CompanyPurchasers; (iii) a legal opinion of Company Counsel addressed to certificate evidencing the Purchasers3,053 Closing Shares, registered in a form reasonably satisfactory to such the Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days evidence of the Closing Date); andfiling and acceptance of the Certificate of Designation from the Secretary of State of Nevada that is reasonably satisfactory to the Purchasers; (v) a Series 1 Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of 3,053 shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesPreferred Stock, with an exercise price equal to $6.25 per share982.50, subject to adjustment therein therein; (vi) a Series 2 Warrant registered in the name of such Warrant certificate Purchaser to purchase up to 3,053 shares of Preferred Stock, with an exercise price equal to $982.50, subject to adjustment therein; (vii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (viii) the Company’s standby authorization letter to the Transfer Agent in the form of Exhibit C attached hereto; and (ix) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act)... (b) On or prior to the First Closing Date (except as otherwise indicated), each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company. (c) On or prior to Second Closing DateDate (except as otherwise indicated), the Selling Stockholder Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; andCompany; (ii) a legal opinion of the Company’s counsel, in form and substance reasonably satisfactory to the Purchasers; (iii) a certificate representing evidencing the Transferred Shares of such 2,036 Closing Shares, registered in the Purchaser, ; (iv) a Series 1 Warrant registered in the name of such Purchaser (such certificate may be delivered within three business days to purchase up to a number of the Closing Date).shares of Preferred Stock equal to 2,036 shares of Preferred Stock, with an exercise price equal to $982.50, subject to adjustment therein; (cv) a Series 2 Warrant registered in the name of such Purchaser to purchase up to 3,053 shares of Preferred Stock, with an exercise price equal to $982.50, subject to adjustment therein; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) the Company’s standby authorization letter to the Transfer Agent in the form of Exhibit C attached hereto; and (d) On or prior to each the Second Closing DateDate (except as otherwise indicated), each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed specified in writing by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially a form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by Purchaser and the CompanyPlacement Agent; (iii) a legal opinion of the Company Counsel addressed to shall have provided each Purchaser with the Purchasers, in a form reasonably satisfactory to such PurchaserCompany’s wire instructions; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of such equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days and free and clear of the Closing Date); andall restrictive and other legends; (v) a Common Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Shares equal to 10____% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesPre-Funded Warrants, with an exercise price equal to $6.25 ____ per shareWarrant Share, subject to adjustment therein therein; (vi) if applicable, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares set forth in the Pre-Funded Warrant, with an exercise price equal to $0.0001 per Warrant certificate Share, subject to adjustment therein; and (vii) the Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following:: ​ (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designees.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially a form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and Purchasers; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or book entry statement evidencing a number of Shares as set forth opposite such Purchaser’s name on Schedule 1 attached hereto under the heading “Number of Shares to be Purchased at Closing,” registered in a form reasonably satisfactory to the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of Warrant Shares as set forth opposite such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal name on Schedule 1 attached hereto under the heading “Number of Pre-Funded Warrants to $6.25 per share, subject to adjustment therein be Purchased at Closing” (such Pre-Funded Warrant certificate may be delivered within three business days Business Days of the Closing Date); (v) on the date hereof, the duly executed Lock-Up Agreements; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such PurchaserP▇▇▇▇▇▇▇▇; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser;’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee, by wire transfer pursuant to the wire instructions provided by the Company; and (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, Agreement duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow Manager.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser or the Placement Agent, as applicable, the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion and negative assurance letter of Company Counsel, directed to the Registration Rights AgreementPlacement Agent and the Purchasers, in substantially form and substance reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and Purchasers; (iii) a legal opinion of subject to Section 2.1, the Company Counsel addressed to shall have provided each Purchaser with the PurchasersCompany’s wire instructions, in a form reasonably satisfactory to such Purchaseron Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian System (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser Purchaser; (such certificate v) on the date hereof, the duly executed Lock-Up Agreements; (vi) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (vii) on the date hereof, a letter furnished by the Company’s accountants, in form and substance satisfactory to the Placement Agent, confirming that they are independent accountants within three business days the meaning of the Closing Date)Securities Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of any unaudited interim financial information of the Company included or incorporated by reference in the Registration Statement and the Preliminary Prospectus Supplement and provide customary “comfort” as to such review in form and substance satisfactory to the Placement Agent; (viii) a letter furnished by the Company’s accountants, in form and substance satisfactory to the Placement Agent, of the same tenor as the letter referred to in Section 2(a)(vii) above but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter; and (vix) a Warrant in substantially on the form attached hereto as Exhibit B registered in date hereof, the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date)duly executed Placement Agent Agreement. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel outside counsel to the Company, addressed to the Purchasers, in a form reasonably acceptable to the Purchasers; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of First Closing Shares equal to (i) such Purchaser’s First Closing Subscription Amount divided by (ii) the Per Share Purchase Price, registered in the name of such Purchaser, rounded down to the nearest whole share, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s First Closing Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the First Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of (i) such Purchaser’s Issued Shares First Closing Subscription Amount divided by (ii) $0.6135 and Transferred Sharesmultiplied by (iii) 300%, rounded down to the nearest whole share, with an exercise price equal to $6.25 per share0.6135, subject to adjustment therein as set forth therein; (such Warrant certificate may be delivered within three business days of v) the Closing Date)Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each First Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s First Closing Subscription Amount by wire transfer of immediately available funds to the Investor Questionnaire account of the Company specified in writing by the Company; and (as defined iii) the Registration Rights Agreement duly executed by such Purchaser. (c) On or prior to the Subsequent Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a legal opinion of outside counsel to the Company, addressed to the Purchasers, in a form reasonably acceptable to the Purchasers; (ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Subsequent Closing Shares equal to (i) such Purchaser’s Subsequent Closing Subscription Amount divided by (ii) the Per Share Purchase Price, registered in the Private Placement Memorandum)name of such Purchaser, completed rounded down to the nearest whole share, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Subsequent Closing Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iii) a Subsequent Closing Warrant registered in the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by name of such Purchaser to purchase up to a number of shares of Common Stock equal to (i) such Purchaser’s Subsequent Closing Subscription Amount divided by (ii) $0.6135 and multiplied by (iii) 300%, rounded down to the nearest whole share, subject to adjustment as set forth therein; and (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer. (d) On or prior to the Subsequent Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Subsequent Closing Subscription Amount by wire transfer of immediately available funds to the account directed of the Company specified in writing by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) legal opinion of Company Counsel with respect to U.S. laws and securities matters (including, without limitation, a negative assurance letter or statement), each in form and substance reasonably acceptable to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, the Registration Rights AgreementPlacement Agent, in substantially the form attached hereto as Exhibit A, duly executed by the Companyand each Purchaser; (iii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a legal opinion of Company Counsel addressed to the Purchasers, in a form reasonably satisfactory to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to the Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $6.25 per share0.001, subject to adjustment therein therein; (such Warrant certificate may be delivered within three business days iv) [intentionally omitted]; (v) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) subject to the last sentence of Section 2.1, a copy of the Closing Dateirrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vii) the Prospectus and Final Prospectus (delivered in accordance with Rule 424(b) under the Securities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially form and substance reasonably satisfactory to the form attached hereto as Exhibit A, duly executed by Placement Agent and the CompanyPurchasers addressed to the Placement Agent and the Purchasers; (iii) a legal opinion of the Company Counsel addressed to shall have provided each Purchaser with the PurchasersCompany’s wire instructions, in a form reasonably satisfactory to such Purchaseron Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to 1050% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share1.33, subject to adjustment therein therein; (such Warrant certificate vi) the Waiver duly executed by the Company; (vii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act); and (viii) the wire instructions for the Company relating to the transactions contemplated by this Agreement. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, Waiver duly executed by such Purchaser; and (iviii) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow ManagerAmount.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company and the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, substantially in substantially the form of Exhibit B attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 1040% of the aggregate number of Shares purchased by such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share2.03, subject to adjustment therein (such Warrant certificate may be delivered within three business days two Trading Days of the Closing Date); (v) a certificate, in form provided to the Company, executed by an officer of the Company and dated as of such Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors in a form reasonably acceptable to Purchaser, (ii) the certificate or articles of incorporation of the Company (of which a certified version shall be attached to such certificate) and (iii) the Company’s bylaws (which shall be attached to such certificate, each as in effect at such Closing; and (vi) the Company shall have provided each Purchaser with the Escrow Agent’s wire instructions. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed specified by the Escrow ManagerCompany. (c) Prior to the date hereof, the Company has delivered to each Purchaser, and the Purchaser has had the opportunity to review, in each case, the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed Counsel, directed to the Placement Agent and the Purchasers, in a form and substance reasonably satisfactory acceptable to such Purchaserthe Placement Agent and the Purchasers; (iii) subject to the eighth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the eighth sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price Subscription Amount applicable to the Pre-Funded Warrants divided by the Pre-Funded Warrant Purchase Price; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to $6.25 per share[100]% of such Purchaser’s Shares (including, subject for this purpose, shares issuable upon the exercise of any Pre-Funded Warrants purchased by such Purchaser); (vii) the Lock-Up Agreements; and (viii) the Prospectus (which will be deemed to adjustment therein (such Warrant certificate may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially a form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and Purchasers; (iii) a legal opinion of Company Counsel addressed to the Purchasers, in a form reasonably satisfactory to such PurchaserLock-Up Agreements; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Shares divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (vvi) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to the Pre-Funded Warrants divided by the Pre-Funded Warrant Purchase Price, with an exercise price equal to $6.25 per share0.0001, subject to adjustment therein therein; and (such Warrant certificate vii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount with regard to the Investor Questionnaire (as defined in the Private Placement Memorandum), completed Pre-Funded Warrants purchased by such Purchaser; (iii, if any, by wire transfer to the account specified by the Company in Section 2.2(a)(iii) above, or as otherwise agreed by the Registration Rights Agreement, in substantially Company and the form attached hereto as Exhibit A, duly executed by such PurchaserPlacement Agent; and (iviii) such Purchaser’s Subscription Amount by wire transfer with regard to the account directed Shares purchased by such Purchaser, which shall be made available for “Delivery Versus Payment” settlement with the Escrow ManagerCompany or its designees.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Registration Rights AgreementPlacement Agent and the Purchasers, in substantially form and substance reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and Purchasers; (iii) a legal opinion of subject to Section 2.1, the Company Counsel addressed to shall have provided each Purchaser with the PurchasersCompany’s wire instructions, in a form reasonably satisfactory to such Purchaseron Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $6.25 0.001 per shareshare of Common Stock, subject to adjustment therein therein; (such Warrant certificate vi) on the date hereof, the Lock-Up Agreements; and (vii) the Preliminary Prospectus and the Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer (less the aggregate exercise price of the Pre-Funded Warrants issuable to such Purchaser hereunder, if applicable), which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of US Company Counsel and of Israeli Company Counsel, substantially in the Registration Rights Agreement, in substantially the form forms of Exhibits B-1 and B-2 attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) contemporaneously with the Closing, a legal opinion number of Company Counsel addressed to the Purchasers, in a form reasonably satisfactory ADSs equal to such Purchaser’s Subscription Amount divided by the Per ADS Purchase Price via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) per the instructions of such Purchaser set forth on such Purchaser’s signature page hereto; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to 1050% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount divided by $4.35, with an exercise price per ADS equal to $6.25 per shareUSD$5.25, subject to adjustment therein (such Warrant certificate may be delivered within three business days Trading Days of the Closing Date); and (v) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and or the Selling Stockholder Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account specified in the Escrow Agreement or as otherwise directed by the Escrow ManagerPlacement Agent for delivery to the account of the Company.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, substantially in substantially the form attached hereto as Exhibit A, duly executed by delivered to the CompanyPlacement Agent and reasonably acceptable to the Purchasers; (iii) a legal opinion of the Company Counsel addressed to shall have provided each Purchaser with the PurchasersCompany’s wire instructions, in a form reasonably satisfactory to such Purchaseron Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Series R Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate sum of such Purchaser’s Issued Shares and Transferred Sharesplus the shares of Common Stock issuable upon exercise of such Purchaser’s Series S Warrant, if applicable, with an exercise price equal to $6.25 per share0.20, subject to adjustment therein therein; (such Warrant certificate vi) for those Purchasers purchasing Series S Warrants, Series S Warrants to purchase the number of shares of Common Stock set forth on the Purchaser’s signature page hereto; (vii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount which shall be by wire transfer to the account directed by set forth in the Escrow ManagerCompany’s wire instructions pursuant to Section 2.2(a)(iii).

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially form and substance reasonably satisfactory to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) a legal opinion of the Company’s wire instructions, on Company Counsel addressed to letterhead and executed by the Purchasers, in a form reasonably satisfactory to such PurchaserCompany’s Chief Executive Officer or Chief Financial Officer; (iv) a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to the number of shares of Common Stock set forth on such Purchaser’s signature page hereto, registered in the name of such Purchaser (and Pre-Funded Warrants equal to the number of Pre-Funded Warrants set forth on such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B Purchaser’s signature page hereto, registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of Purchaser; (v) the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein Prospectus (such Warrant certificate which may be delivered within three business days in accordance with Rule 172 under the Securities Act); (vi) Lock-up Agreements, in form and substance reasonably acceptable to the Placement Agent, executed by each of the Closing Date)Company’s executive officers and directors; (vii) an Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent; and (viii) a Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designees.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Special Counsel, substantially in substantially the form attached hereto as Exhibit A, duly executed by of acceptable to the CompanyPlacement Agent and each of the Purchasers; (iii) a legal opinion certificate of Company Counsel addressed the Chief Financial Officer of the Company, in form reasonably acceptable to the Placement Agent and Purchasers, in a form reasonably satisfactory to such Purchaser; (iv) the Lock-Up Agreements; (v) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (vvii) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share8.63, subject to adjustment therein therein; and (such Warrant certificate viii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and, in the case of the legal opinions referred to in Section 2.2(a)(ii), to Brookline Group, LLC, which is acting as the Company’s placement agent with respect to this offering (“Brookline”), the following: (i) this Agreement duly executed by the Company; (ii) legal opinion of Company Counsel, substantially in the Registration Rights Agreement, in substantially the form forms of Exhibits C attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver, in on an expedited basis, a form reasonably satisfactory certificate evidencing a number of Shares equal to such Purchaser; (iv) a certificate representing ’s Subscription Amount divided by the Issued Shares of such PurchaserPer Share Purchase Price, registered in the name of such Purchaser (such certificate may Purchaser, which certificates shall be delivered within three business days ten Business Days of the Closing Date); and; (viv) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10250% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share0.150, subject to adjustment therein (such Warrant certificate may be delivered within three business days of a reasonable time following the Closing Date); and (v) the Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and or the Selling Stockholder Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum)to Escrow Agent, completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed specified in the Escrow Agreement; (iii) such other documentation duly executed by such Purchaser as required by the Escrow ManagerCompany and described in the “Wire and Subscription Procedures” document provided to the Purchasers along with the Confidential Private Placement Memorandum of the Company dated April 18, 2013, as the same may be amended, restated and/or supplemented from time to time (the “Memorandum”), which is incorporated herein by reference; and (iv) the Registration Rights Agreement duly executed by the Purchaser.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement Agreement, duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially a form reasonably acceptable to the form attached hereto as Exhibit APlacement Agent; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer of the Company; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on the books and records of the Transfer Agent, Shares equal to such Purchaser’s Subscription Amount less the aggregate Per Warrant Price divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) Warrants to purchase a number of shares of Common Stock equal to the Shares being purchased by such Purchaser, in certificated form, duly executed by the Company; (iiivi) a legal opinion of Company Counsel addressed to the PurchasersLock-up Agreements, in a form reasonably satisfactory to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in A hereto, executed by (x) the name members of such Purchaser to purchase up to a number the Board of Directors, (y) the executive officers of the Company and countersigned by the Company and (z) the holders of 10% or mor of the Company’s outstanding shares of Common Stock equal on a fully diluted basis, and countersigned by the Company; (vii) an Officer’s Certificate, in form and substance satisfactory to 10% of the aggregate of such PurchaserPlacement Agent; and (viii) a Secretary’s Issued Shares Certificate, in form and Transferred Shares, with an exercise price equal substance satisfactory to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date)Placement Agent. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount, which shall be delivered by wire transfer in immediately available to the Investor Questionnaire (Company, except that the Purchaser identified on Schedule A shall deliver such Purchase’s Subscription Amount by the date that is 30 days from the Closing Date or as defined in earlier agreed upon by the Private Placement Memorandum), completed by Company and such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by W-9 (or equivalent tax form) for such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow Manager.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, Prospectus Supplement (which may be delivered in substantially accordance with Rule 172 under the form attached hereto as Exhibit A, duly executed by the CompanySecurities Act); (iii) subject to Section 2.1, a legal opinion copy of Company Counsel addressed the executed treasury direction to the PurchasersTransfer Agent instructing the Transfer Agent to deliver the Purchased Common Shares, registered in a form reasonably satisfactory to the name of each Purchaser or such other registration information as directed by such Purchaser; (iv) subject to Section 2.1, for each Purchaser of Pre-Funded Warrants, a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesPre-Funded Warrant Subscription Amount divided by the Pre Pre-Funded Warrant Price; (v) a certificate, with an exercise price equal to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days dated as of the Closing Date, signed by an executive officer of the Company (in his or her capacity as an officer and without personal liability), certifying the matters in Sections 2.3(b)(i) and (ii) below; (vi) a certificate of the secretary of the Company dated as of the Closing Date certifying that (1) attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and such resolutions are in full force and effect and (2) the incumbency of each officer signing this Agreement and the certificates and the documents to be delivered hereunder; and (vii) the Company’s wire instructions, on Company letterhead and signed by the Chief Executive Officer or Chief Financial Officer of the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed to the Purchasers, in Debenture with a form reasonably satisfactory principal amount equal to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser’s Principal Amount, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (viii) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 1075% of the aggregate of such Purchaser’s Issued Shares and Transferred SharesPrincipal Amount divided by the Conversion Price, with an exercise price equal to $6.25 per share1.96, subject to adjustment therein therein; (such Warrant iv) the Security Agreement, duly executed by the Company and each Subsidiary, along with all of the Security Documents, including the Subsidiary Guarantee, duly executed by the parties thereto; (v) the Intercreditor Agreement, duly executed by the Company, each of the September Purchasers, the June Purchaser and July Purchaser; (vi) an officer’s certificate may be delivered within three business days from the Chief Executive Officer of the Company, dated as of the Closing Date), certifying and setting forth (i) the names, signatures and positions of the Persons authorized to execute this Agreement and any other Transaction Documents to which the Company is a party and (ii) a copy of the resolutions of the Company authorizing the execution, delivery and performance of this Agreement; and (vii) a legal opinion of SRFF, substantially in the form of Exhibit F, attached hereto. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, Intercreditor Agreement duly executed by such Purchaser; and (iv) the Security Agreement duly executed by such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow Manager.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed directed to the Placement Agent and the Purchasers, in a form reasonably satisfactory acceptable to such Purchaserthe Placement Agent and Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit and Withdrawal at Custodian service (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $6.25 per share0.001, subject to adjustment therein therein; and (such Warrant certificate vi) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to At the Closing, each Closing DateBuyer, the Company severally but not jointly, shall deliver pay or cause to be delivered paid to each Purchaser Seller, the followingPurchase Price set forth opposite such Buyer’s name and below such Seller’s name on Schedule III, by wire transfer in immediately available funds to an account designated by such Seller no later than four (4) business days prior to the Closing Date. The Sellers hereby instruct each Buyer to pay the Purchase Price as follows: (i) this Agreement duly executed by the Company;aggregate amount of Purchase Price payable to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and MBCP Peerlogic LLC shall be paid to the account set forth below: [bank information] (ii) the Registration Rights Agreement, in substantially Purchase Price payable to the form attached hereto as Exhibit A, duly executed by Estate of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be paid to the Company;account set forth below: [bank information] (iii) a legal opinion the aggregate amount of Company Counsel addressed Purchase Price payable to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 4/8/71 Trust, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 12/18/80 Trust and Jays Twelve LLC shall be paid to the Purchasers, in a form reasonably satisfactory to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% account set forth below: [bank information] Each Seller acknowledges and agrees that payment of the aggregate Purchase Price by each Buyer in accordance with the foregoing instructions shall fulfill and discharge such Buyer’s obligations under this Agreement in full and such Buyer shall have no duty or obligation whatsoever to verify the disbursement of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal appropriate amounts of Purchase Price from the foregoing accounts to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date)each Seller. (b) On or prior to At the Closing, each Closing DateSeller shall deliver, the Selling Stockholder shall deliver or cause to be delivered delivered, to each Purchaser the following: (i) this Agreement Buyers stock certificates representing all of the Shares held by such Seller, duly endorsed in blank or accompanied by stock powers duly executed by in blank, in proper form for transfer, and with all appropriate stock transfer tax stamps affixed at the Selling Stockholder; and (ii) a certificate representing the Transferred Shares expense of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date)Seller. (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow Manager.

Deliveries. (a) On or prior to each the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel outside counsel to the Company, addressed to the Purchasers, in a form reasonably acceptable to the Purchasers; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of First Closing Shares equal to (i) such Purchaser’s First Closing Subscription Amount divided by (ii) the Per Share Purchase Price (less the number of First Closing Pre-Funded Warrants, if any, to be issued to the Purchaser), registered in the name of such Purchaser, rounded down to the nearest whole share, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s First Closing Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) the First Closing Pre-Funded Warrants (if any) issued at the Per Share Purchase Price less a certificate representing the Issued Shares nominal exercise price of such Purchaser$0.005 per First Closing Warrant Share, registered in the name of such the Purchaser (or its nominee as instructed by such certificate may be delivered within three business days Purchaser), to purchase up to the number of Warrant Shares agreed to between the Closing Date)Company and the applicable Purchaser prior to the First Closing; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vvi) a Warrant in substantially the form attached hereto as Exhibit B registered in Registration Rights Agreement duly executed by the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date)Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each First Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s First Closing Subscription Amount by wire transfer of immediately available funds to the Investor Questionnaire account of the Company specified in writing by the Company; and (as defined iii) the Registration Rights Agreement duly executed by such Purchaser. (c) On or prior to the Subsequent Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a legal opinion of outside counsel to the Company, addressed to the Purchasers, in a form reasonably acceptable to the Purchasers; (ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Subsequent Closing Shares equal to (i) such Purchaser’s Subsequent Closing Subscription Amount divided by (ii) the Per Share Purchase Price (less the number of Subsequent Closing Pre-Funded Warrants, if any, to be issued to the Purchaser), registered in the Private Placement Memorandum)name of such Purchaser, completed rounded down to the nearest whole share, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Subsequent Closing Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iii) the Registration Rights AgreementSubsequent Closing Pre-Funded Warrants (if any) issued at the Per Share Purchase Price less a nominal exercise price of $0.005 per Subsequent Closing Warrant Share, registered in substantially the form attached hereto name of the Purchaser (or its nominee as Exhibit A, duly executed instructed by such Purchaser), to purchase up to the number of Warrant Shares agreed to between the Company and the applicable Purchaser prior to the Subsequent Closing; and (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer. (d) On or prior to the Subsequent Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Subsequent Closing Subscription Amount by wire transfer of immediately available funds to the account directed of the Company specified in writing by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Israeli Counsel, in substantially form acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and Purchasers; (iii) a legal opinion of Company Counsel addressed US Counsel, in form acceptable to the Placement Agent and Purchasers, in a form reasonably satisfactory to such Purchaser; (iv) the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (vvi) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to 1050% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share6.00, subject to adjustment therein therein; (such Warrant certificate vii) the Lock-Up Agreements; and (viii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designees.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) on the date hereof, (a) this Agreement duly executed by the CompanyCompany and (b) a certificate executed by the Chief Financial Officer of the Company in customary form reasonably satisfactory to the Placement Agent and its counsel; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) subject to the last sentence of Section 2.1, a form reasonably satisfactory copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Shares, divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrant divided by the Per Share Purchase Price, with an exercise price equal to $6.25 per share0.001, subject to adjustment therein as provided therein; (such Warrant certificate v) Reserved; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vii) on the date hereof, the Lock-Up Agreements; (viii) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel; and (ix) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) for delivery to the account of the Company, or, if directed by the Escrow ManagerPlacement Agent, the Subscription Amount shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Registration Rights Agreementirrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, in substantially the form attached hereto as Exhibit Aon an expedited basis, duly executed a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Company; (iii) a legal opinion Per Share Purchase Price, registered in the name of Company Counsel addressed to such Purchaser, or, at the Purchaserselection of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in a DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Common Stock Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 2.204 per share, subject to adjustment therein therein; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrant certificate may be delivered within three business days of divided by the Closing Date)Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; and (vi) the Company shall have provided each Purchaser with the Company’s wire instructions in writing. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed specified in writing by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed Counsel, directed to the Placement Agent and the Purchasers, in a form and substance reasonably satisfactory acceptable to such Purchaserthe Placement Agent and the Purchasers; (iii) subject to the eighth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the eighth sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price Subscription Amount applicable to the Pre-Funded Warrants divided by the Pre-Funded Warrant Purchase Price; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to $6.25 per share100% of such Purchaser’s Shares (including, subject for this purpose, shares issuable upon the exercise of any Pre-Funded Warrants purchased by such Purchaser); (vii) the Lock-Up Agreements; and (viii) the Prospectus (which will be deemed to adjustment therein (such Warrant certificate may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, except as provided in clause (v) below, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of each of Company U.S. Counsel and Australian Company Counsel, directed to the Registration Rights AgreementPlacement Agent and the Purchasers, in substantially form and substance reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and Purchasers; (iii) a legal opinion of the Company Counsel addressed to shall have provided each Purchaser in writing with the PurchasersCompany’s wire instructions, in a form reasonably satisfactory to such Purchaseron Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per ADS Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date)Purchaser; and (v) if applicable, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock ADSs equal to 10% of the aggregate of difference between (A) such Purchaser’s Issued Shares Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Pre-Funded Warrant Purchase Price and Transferred Shares, (B) the number of ADSs otherwise issuable to such Purchaser that would cause such Purchaser’s Beneficial Ownership to be more than the Beneficial Ownership Limitation with an exercise price equal to $6.25 0.001 per shareADS, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholdertherein; and (iivi) a certificate representing the Transferred Shares of such Purchaser, registered with respect to purchasers in the name United States of such Purchaser America, the Prospectus and Prospectus Supplement (such certificate which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow Manager.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead; (iii) subject to Section 2.1, a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrant divided by the Per Share Purchase Price, with an exercise price equal to $6.25 0.001, subject to adjustment therein; (v) for each Purchaser of Common Warrant pursuant to Section 2.1, a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, if applicable, with an exercise price equal to $ per share, subject to adjustment therein therein; and (such Warrant certificate vi) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for DVP settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially a form satisfactory to the form attached hereto as Exhibit APlacement Agent and each Purchaser that agreed to purchase, duly executed by the Companytogether with its affiliates, at least $250,000 of Securities; (iii) a legal opinion of Company Counsel cold comfort letter, addressed to the Purchasers, Placement Agent in a form and substance reasonably satisfactory to such Purchaserin all material respects from BDO China Shu Lun Pan CPAs LLP; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 1075% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share1.32, subject to adjustment therein therein; (vi) an Amended Warrant registered in the name of each Purchaser to purchase the same number of shares of Common Stock as the Purchaser was able to purchase pursuant to the Prior Warrant held by such Warrant certificate Purchaser; and (vii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser or the Placement Agent, if so designated, the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed delivered to the PurchasersPlacement Agent and each Purchaser, in a form reasonably satisfactory acceptable to such Purchaserthe Purchasers; (iii) the duly executed Lock-Up Agreements; (iv) a certificate representing the Issued Shares of Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) the Preferred Stock in book-entry form equal to such Purchaser’s Subscription Amount divided by the Unit Purchase Price, registered in the name of such Purchaser Purchaser; (such certificate may be delivered within three business days vi) evidence of the Closing Date); andfiling and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vvii) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of each such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate number of Conversion Share underlying the Preferred Stock initially issuable on the Closing Date purchased by such Purchaser’s Issued Shares and Transferred Shares, Purchaser with an exercise price equal to $6.25 per share____, subject to adjustment therein therein; and (such Warrant certificate viii) the Preliminary Prospectus Supplement and the Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed specified in writing by the Escrow ManagerCompany.

Deliveries. (a) On Subject to Section 5.21 below, as applicable, on or prior to each Closing DateClosing, the Company shall deliver or cause to be delivered to each Purchaser of the Purchasers, as directed by the Placement Agent, the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementlegal opinions of (1) Company Cayman Islands Counsel, in substantially a form reasonably acceptable to the Placement Agent and Purchasers, (2) Company PRC Counsel, in a form attached hereto as Exhibit Areasonably acceptable to the Placement Agent and Purchasers, duly executed by and (3) Company U.S Counsel, each addressed to the CompanyPurchasers and in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserslast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Unit Subscription Amount divided by the Per Unit Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, an Ordinary Warrant registered in the name of each Purchaser to purchase up to an aggregate number of Ordinary Shares equal to [100]% of the Units sold to such Purchaser Purchaser, with an exercise price equal to $[•] per Ordinary Share, subject to adjustment therein (such Ordinary Warrant certificate may be delivered within three business days five Trading Days of the each Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein Prospectus (such Warrant certificate which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing DateClosing, the Selling Stockholder each Purchaser shall deliver or cause to be delivered to each Purchaser the Company the following: (i) this Agreement duly executed by the Selling Stockholdereach Purchaser; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in ’s purchase price as set forth on the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly signature page hereto executed by such Purchaser; (ii) Purchaser shall be made available for DVP settlement with the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow ManagerAgent or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially a form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserslast sentence of Section 2.1, in a form reasonably satisfactory to such Purchaserthe Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a an originally signed Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate one hundred percent (100%) of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share2.00, subject to adjustment therein therein; (such Warrant certificate vi) a lock-up agreement in the form of Exhibit B attached hereto executed and delivered by each officer and director of the Company (the “Lock-Up Agreements”); (vii) an Officer’s Certificate, in form and substance satisfactory to the Purchasers; (viii) a Secretary’s Certificate, in form and substance satisfactory to the Purchasers; and (ix) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Israeli Counsel, in substantially form acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and Purchasers; (iii) a legal opinion of Company Counsel addressed US Counsel, in form acceptable to the Placement Agent and Purchasers, in a form reasonably satisfactory to such Purchaser; (iv) the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (vvi) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to 1050% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share5.14, subject to adjustment therein therein; (such Warrant certificate vii) the Lock-Up Agreements; and (viii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designees.

Deliveries. (a) On or prior to each the applicable Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the Initial Closing, this Agreement duly executed by the Company; (ii) as to the Registration Rights AgreementInitial Closing, in substantially the form attached hereto as Exhibit A, duly executed by Company shall have provided the Escrow Agent with the Company’s wire instructions; (iii) a legal opinion of Company Counsel addressed as to the PurchasersInitial Closing, in a form reasonably satisfactory to such Purchaserthe Escrow Agent shall have provided each Purchaser with the Escrow Agent’s wire instructions; (iv) as to the Initial Closing, evidence of the filing and acceptance of the Certificate of Designations from the Secretary of State of Delaware; (v) as to each Closing, a certificate representing the Issued Shares evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount attributable to such Closing divided by the Stated Value, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date)Purchaser; and (vvi) as to each Closing, a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10200% of the aggregate of such Purchaser’s Issued Conversion Shares and Transferred Sharesunderlying its Preferred Stock purchased at such Closing, with an exercise price equal to $6.25 per share0.6446, subject to adjustment therein (such Warrant certificate may be delivered within three business days of the Closing Date)therein. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and or the Selling Stockholder Escrow Agent, as applicable, the following: (i) On or prior to the Initial Closing Date, this Agreement duly executed by such Purchaser; (ii) On or prior to the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) Initial Closing Date such Purchaser’s Subscription Amount attributable to the Initial Closing by wire transfer to the account directed specified in writing by the Escrow ManagerAgent; and (iii) No later than five (5) Business Days prior to the date of the shareholder meeting at which the Shareholder Approval is sought, such Purchaser’s Subscription Amount attributable to the Second Closing by wire transfer to the account specified in writing by the Escrow Agent.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Registration Rights AgreementPurchasers and the Placement Agents, in substantially form and substance reasonably satisfactory to the form attached hereto as Exhibit A, duly executed by Purchasers and the CompanyPlacement Agents; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a book entry receipt evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) for each Purchaser of Pre-Funded Warrants, a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $6.25 per share0.0001, subject to adjustment therein therein; (such Warrant certificate may be delivered within three business days v) the Company shall have provided each Purchaser with the wire instructions of the Closing Date)Company, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Lock-Up Agreements. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined a fully completed and duly executed Selling Securityholder Questionnaire, in the Private Placement Memorandum), completed by such Purchaserform attached as Exhibit D hereto; (iii) a fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the Registration Rights Agreement, Company in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserE; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed at the Escrow Agent specified in writing by the Escrow ManagerCompany.

Deliveries. (a) On Subject to Section 5.21 below, as applicable, on or prior to each Closing DateClosing, the Company shall deliver or cause to be delivered to each Purchaser of the Purchasers, as directed by the Placement Agent, the following: (i) this Agreement duly executed by the Company; (ii) legal opinions of (1) Company Cayman Islands Counsel, (2) Company PRC Counsel, and (3) Company U.S Counsel, each addressed to the Registration Rights Agreement, Placement Agent and the Purchasers and in substantially form and substance reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent and Purchasers; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserslast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Unit Subscription Amount divided by the Per Unit Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, an Ordinary Warrant registered in the name of each Purchaser to purchase up to an aggregate number of Ordinary Shares equal to 100% of the Units sold to such Purchaser Purchaser, with an exercise price equal to $8.00 per Ordinary Share, subject to adjustment therein (such Ordinary Warrant certificate may be delivered within three business days five Trading Days of the each Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein Prospectus (such Warrant certificate which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing DateClosing, the Selling Stockholder each Purchaser shall deliver or cause to be delivered to each Purchaser the Company the following: (i) this Agreement duly executed by the Selling Stockholdereach Purchaser; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in ’s purchase price as set forth on the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly signature page hereto executed by such Purchaser; (ii) Purchaser shall be made available for DVP settlement with the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow ManagerAgent or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the Registration Rights Agreementirrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, in substantially the form attached hereto as Exhibit Aon an expedited basis, duly executed a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Company; Per Share Purchase Price (iii) a legal opinion of Company Counsel addressed rounded down to the Purchasersnearest whole share), registered in a the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iviii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred Subscription Amount applicable to Pre-Funded Warrant divided by the Per Share Purchase Price, with an exercise price equal to $0.001, subject to adjustment therein; (iv) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Shares, with an exercise price equal to $6.25 per share3.06, subject to adjustment therein therein; (such Warrant certificate may be delivered within three business days v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by an officer of the Closing Date)Company; and; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer to the account directed specified by the Escrow ManagerCompany; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to each the Initial Closing Date, the Company shall deliver or cause to be delivered to each Purchaser that subscribes on such date, if any, the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, substantially in substantially the form of Exhibit B attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion certificate evidencing a number of Company Counsel addressed Shares equal to such Purchaser’s Subscription Amount divided by the PurchasersPer Share Purchase Price, registered in a form reasonably satisfactory to the name of such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 1060% of the aggregate of Shares issuable to such Purchaser’s Issued Shares and Transferred SharesPurchaser under this Section 2.2(a), with an exercise price equal to $6.25 per share1.40, subject to adjustment therein therein; and (such Warrant certificate may be delivered within three business days of v) the Closing Date)Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Initial Closing Date, each Purchaser purchasing Securities that subscribes on such Closing Date date, if any, shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser’s Subscription Amount by wire transfer to the Company; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, Agreement duly executed by such Purchaser; and (iv) in the event any portion of such Purchaser’s Subscription Amount is paid through cancellation of indebtedness as contemplated by clause (b) in Section 2.1 hereof, such Purchaser shall deliver to the Company evidence of such cancelled indebtedness. (c) On or prior to the Second Closing Date, the Company shall deliver or cause to be delivered to each Purchaser that subscribes on such date, if any, the following: (i) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (ii) a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and (iii) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 60% of the Shares issuable to such Purchaser under this Section 2.2(c), with an exercise price equal to $1.40, subject to adjustment therein. (d) On or prior to the Second Closing Date, each Purchaser that subscribes on such date, if any, shall deliver or cause to be delivered to the Company the following: (i) such Purchaser’s Subscription Amount by wire transfer to the account directed Company; and (ii) in the event any portion of such Purchaser’s Subscription Amount is paid through cancellation of indebtedness as contemplated by clause (b) in Section 2.1 hereof, such Purchaser shall deliver to the Escrow ManagerCompany evidence of such cancelled indebtedness.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, substantially in substantially the form of Exhibit B attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserslast sentence of Section 2.1, in a form reasonably satisfactory to such Purchaserthe Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share[___], subject to adjustment therein therein; and (such Warrant certificate vi) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) ’s leak-out agreement in form and substance reasonably acceptable to the Registration Rights Agreement, in substantially Purchaser and the form attached hereto as Exhibit A, duly executed by such PurchaserCompany; and (iviii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of company counsel dated the Registration Rights AgreementClosing Date, substantially in substantially the form of Exhibit B attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion copy of Company Counsel addressed the irrevocable instructions to the PurchasersTransfer Agent instructing the Transfer Agent to deliver, in on an expedited basis, a form reasonably satisfactory certificate evidencing a number of Shares equal to such Purchaser; (iv) a certificate representing ’s Subscription Amount divided by the Issued Shares of such PurchaserPer Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser (viv) to each Purchaser listed on Schedules A attached hereto, a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% the number of the aggregate of such Purchaser’s Issued Warrant Shares and Transferred Shareslisted on Schedule A, with an exercise price equal to $6.25 per share0.53, subject to adjustment therein (such Warrant certificate may be delivered within three business days Trading Days of the Closing Date); and (v) the Registration Rights Agreement duly executed by the Company. (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date (except as noted) shall deliver or cause to be delivered to the Company and or the Selling Stockholder Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined to Purchasers whose Subscription Amount is being paid partly or wholly in the Private Placement Memorandum)cash, completed by such Purchaser; (iii) the Registration Rights Agreementto Escrow Agent, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s cash Subscription Amount by wire transfer to the account directed by specified in the Escrow ManagerAgreement, provided that such Purchaser shall not be required to wire into such account until the Closing Date; (iii) as to Purchases whose Subscription Amount is being paid through the cancellation of the Viveve Bridge Notes, to the Company, the original Viveve Bridge Notes being cancelled and (iv) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, substantially in substantially the form of Exhibit C attached hereto as Exhibit A, duly executed by the Companyhereto; (iii) a legal opinion of the Company Counsel addressed to shall have provided each Purchaser with the PurchasersCompany’s wire instructions, in a form reasonably satisfactory to such Purchaseron Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock Ordinary Shares equal to 10100% of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share4.00, subject to adjustment therein therein; (vi) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant certificate divided by the Per Share Purchase Price minus $0.01, with an exercise price equal to $0.01, subject to adjustment therein; and (vii) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to the account directed by the Escrow ManagerAmount.

Deliveries. (a) On or prior to each the Initial Closing DateDate (other than with respect to 2.2(a)(iii)), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) an Initial Note with a legal opinion of Company Counsel addressed to the Purchasers, in a form reasonably satisfactory principal amount equal to such Purchaser; (iv) a certificate representing the Issued Shares of such Purchaser’s Initial Subscription Amount multiplied by 1.12, registered in the name of such Purchaser Purchaser; (such certificate may iii) 1,108,755 Shares, which shall be delivered issued within three business 10 days od the Initial Closing Date and shall equal 9.99% of the Closing Date)number of Class A shares of common stock outstanding immediately after giving effect to the issuance of the Shares. (iv) the Company shall have provided each Purchaser with the wire instructions of the Company, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of Company shall have delivered to such Purchaser such other documents relating to purchase up to a number of shares of Common Stock equal to 10% of the aggregate of transactions contemplated by this Agreement as such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share, subject to adjustment therein (such Warrant certificate Purchaser or its counsel may be delivered within three business days of the Closing Date)reasonably request. (b) On or prior to the Initial Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such ▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Initial Subscription Amount by wire transfer to the account specified in writing by the Company. (c) On or prior to each Subsequent Closing Date, the Selling Stockholder Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) A Subsequent Note with a certificate representing the Transferred Shares of principal amount equal to such Purchaser’s applicable Subsequent Subscription Amount multiplied by 1.12, registered in the name of such Purchaser; (ii) the Company shall have provided each Purchaser (such certificate may be delivered within three business days with the wire instructions of the Closing Date)Company, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (iii) the Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request. (cd) On or prior to each Subsequent Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (iv) such Purchaser’s applicable Subsequent Subscription Amount by wire transfer to the account directed specified in writing by the Escrow ManagerCompany.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) On the date hereof, this Agreement duly executed by the Company; (ii) a legal opinion (including negative assurance letter) of Company Counsel, substantially in form and substance reasonably satisfactory to the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) a legal opinion of Company Counsel addressed to IP Counsel, substantially in the Purchasers, in a form and substance reasonably satisfactory to such Purchaserthe Placement Agent; (iv) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (vvi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $6.25 per share0.0001, subject to adjustment therein therein; and (such Warrant certificate vii) the Pricing Prospectus and Prospectus (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) on the date hereof, this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such PurchaserP▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by the Company; (iii) a legal opinion of Company Counsel addressed Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably satisfactory acceptable to such Purchaserthe Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) for each Purchaser of Warrants pursuant to Section 2.1, a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% of the aggregate portion of such Purchaser’s Issued Shares and Transferred SharesSubscription Amount applicable to Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $6.25 per share0.0001, subject to adjustment therein therein; and (such Warrant certificate vi) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.

Deliveries. (a) On or prior to each the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Registration Rights Agreementa legal opinion of Company Counsel, in substantially a form reasonably acceptable to the form attached hereto as Exhibit A, duly executed by the CompanyPlacement Agent; (iii) a legal opinion of Company Counsel addressed subject to the Purchaserslast sentence of Section 2.1, in a form reasonably satisfactory to such Purchaserthe Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a certificate representing copy of the Issued irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares of equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date); andPurchaser; (v) a Warrant in substantially the form attached hereto as Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 10% fifty percent (50%) of the aggregate of such Purchaser’s Issued Shares and Transferred Shares, with an exercise price equal to $6.25 per share3.25, subject to adjustment therein therein; (such Warrant certificate vi) a lock-up agreement in the form of Exhibit B attached hereto executed and delivered by each officer and director of the Company (the “Lock-Up Agreements”); (vii) Officer’s Certificate, in form and substance satisfactory to the Purchasers; (viii) Secretary’s Certificate, in form and substance satisfactory to the Purchasers; and (ix) the Prospectus and Prospectus Supplement (which may be delivered within three business days of in accordance with Rule 172 under the Closing DateSecurities Act). (b) On or prior to each Closing Date, the Selling Stockholder shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Selling Stockholder; and (ii) a certificate representing the Transferred Shares of such Purchaser, registered in the name of such Purchaser (such certificate may be delivered within three business days of the Closing Date). (c) On or prior to each Closing Date, each Purchaser purchasing Securities on such Closing Date shall deliver or cause to be delivered to the Company and the Selling Stockholder Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Investor Questionnaire (as defined in the Private Placement Memorandum), completed by such Purchaser; (iii) the Registration Rights Agreement, in substantially the form attached hereto as Exhibit A, duly executed by such Purchaser; and (ivii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account directed by the Escrow ManagerCompany or its designee.