Common use of Nature and Purchase of Firm Securities Clause in Contracts

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter an aggregate of [•] shares (each a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the Underwriter: (i) one Class A warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrants”) and (ii) one Class B warrant to purchase one-half of one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class B warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares, the Firm Class A Warrants and the Firm Class B Warrants will be separated immediately upon issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter several Underwriters, an aggregate of [•●] shares (each each, a “Company Offering Firm Share” and collectively, the “Company Offering Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and [●] pre-funded warrants ( each a “Firm Pre-funded Warrant” and collectively, the “Firm Pre-funded Warrants”) to purchase one share of Common Stock at an exercise price of $0.01 until such time as the Firm Pre-funded Warrant is exercised in full subject to adjustment as provided in the Firm Pre-funded Warrant and the Selling Stockholders agreed to sell to the several Underwriters, an aggregate of [●] shares of Common Stock (each, a “Selling Stockholder Firm Share” and collectively, the “Selling Stockholder Firm Shares”). Each Company Offering Firm Share or Selling Stockholder Firm Share is a “Firm Share” and collectively are the Firm Shares. For every one Company Offering Firm Share or Firm Pre-funded Warrant issued and sold by the CompanyCompany or every one Selling Stockholder Firm Share sold by the Selling Stockholders, the Company shall issue and sell to the Underwriter: (i) several Underwriters one Class A five-year warrant to purchase one share of Common Stock at an exercise price of $[•●] per share ([•]% 100.0% of the combined public offering price per Firm Share set forth on the cover page of the Prospectus (and Firm Company Warrant as defined hereto in Section 2.1.1(iithe Offering) hereof)(each, a “Firm Company Warrant”), or an aggregate of [•●] Class A five-year warrants to purchase an aggregate of [•●] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Company Warrants”) and (ii) one Class B warrant to purchase one-half of one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class B warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Shares and the Firm Pre-Funded Warrants, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is referred to herein individually as Securities,” and, each individually, a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” ”). The Firm Shares, the Firm Class A Warrants Pre-Funded Warrant and the Firm Class B Company Warrants will be separated immediately upon issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter several Underwriters, (a) an aggregate of [•__] shares (each a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”). For every one Firm Share issued and sold by , (b) [__] pre-funded warrants to purchase shares of our Common Stock (the Company, “Pre-Funded Warrants”) in the Company shall issue and sell form filed as an exhibit to the Underwriter: Registration Statement (i) one Class A warrant to purchase one share as hereinafter defined), exercisable into an aggregate of [__] shares of Common Stock at (the “Pre-Funded Warrant Shares”), which shall have an exercise price of $0.001 per share (subject to adjustment as provided in the Pre-Funded Warrants) and (c) Common Stock purchase warrants (the “Firm Warrants”, and together with the Pre-Funded Warrants, the “Warrants”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of [__] shares of Common Stock (the “Common Warrant Shares”, and together with the Pre-Funded Warrant Shares, the “Warrant Shares”), which shall have an exercise price of $[•__] per share ([•]% of subject to adjustment as provided in the public offering price per Firm Share set forth on Warrants). The Firm Shares and the cover page of the Prospectus (Warrants are referred to herein as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrants”Securities.” The Firm Shares and/or Pre-Funded Warrants and the Firm Warrants shall be sold together as a fixed combination, each consisting of (i) one Firm Share or one Pre-Funded Warrant, and (ii) one Class B warrant Firm Warrant to purchase one-half of one share of Common Stock, with each combination consisting of one Firm Share and one Firm Warrant to purchase one-half of one share of Common Stock at an exercise price being referred to herein as a “Unit” and each combination consisting of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class B warrants one Pre-Funded Warrant to purchase an aggregate of [•] shares one share of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants”). Each combined Firm Share and one Firm Warrant is to purchase one-half of one share of Common Stock being referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm SecuritiesPre-Funded Unit.” The Firm Shares, the Firm Class A Warrants and the Firm Class B Warrants will be separated immediately upon issuance.”

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter several Underwriters, an aggregate of [•______] shares ordinary shares, no par value per share (each a the “Firm Share” and collectively, Ordinary Shares”) of the Company (the “Firm Shares”) in the form of American Depositary Shares (“ADSs”), with each ADS representing 40 Ordinary Shares, together with [●] warrants to purchase [●] ADSs at an exercise price equal to $[●] per ADS (“Warrants”). Each ADS shall be sold together with [●] of a Warrant to purchase one (1) additional ADS to be issued pursuant to a Warrant Agent Agreement to be dated as of the Company’s common stock, par value $0.001 per share Closing Date (the “Common StockWarrant Agent Agreement”) between the Company and The Bank of New York Mellon, as warrant agent (the “Warrant Agent”). For every one Such [●] Warrants are hereinafter called the “Firm Share issued and sold by Warrants,” and, together with the CompanyFirm Shares, the Company “Firm Securities.” Each Firm Warrant shall issue and sell to the Underwriter: be exercisable for a period of [five (i) one Class A warrant to purchase one share of Common Stock 5)] years at an exercise price of $[•____] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrant Exercise Price”), subject to adjustment as provided in the agreement evidencing the Firm Warrants. The ADSs are to be issued pursuant to an amended and restated deposit agreement (the “Deposit Agreement”), dated as of [_____], 2017 among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and (ii) one Class B warrant to purchase one-half of one share of Common Stock at an exercise price of $[•] per share ([•]% of evidencing the public offering price per Firm Share set forth on ADSs. The Ordinary Shares represented by the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class B warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants ADSs are referred to collectively herein as the “Firm SecuritiesUnderlying Shares.” The Firm Shares, the Firm Class A Warrants and the Firm Class B Warrants will be separated immediately upon issuance.”

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter Underwriter, an aggregate of [•(i) [ ] shares Class A Units (each a the “Firm Share” and collectivelyClass A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For every one Firm Share issued , and sold by the Company, the Company shall issue and sell to the Underwriter: (ib) one Class A (1) warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof))each, or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrants”) and (ii) one Class B warrant ), each Firm Warrant to purchase one-half the number of one share shares of Common Stock equal to one half (1/2) of the number of Firm Shares underlying the Firm Class A Units at an exercise price of $[•[ ] per share ([•]% the “Firm Warrant Shares); and (ii) [ ] Class B Units (the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm Units”) each Firm Class B Unit consisting of (a) one (1) share (the “Firm Series 2 Preferred”) of the public offering price Company’s Series 2 Convertible Preferred Stock, par value $0.001 per Firm Share share (the “Series 2 Preferred”), containing the relative rights, preferences, limitations and designations set forth on in the cover page Certificate of Designation filed as an exhibit to the Prospectus Registration Statement (as defined in Section 2.1.1(iibelow) hereof)(the “Certificate of Designation”), or and to be convertible into an aggregate of [•] Class B warrants to purchase an aggregate of [•[ ] shares of Common Stock (the “Firm Conversion Shares”), and (b) one (1) Firm Warrant, each a “Firm Warrant to purchase the number of shares of Common Stock equal to one half (1/2) of the number of Firm Conversion Shares underlying the Firm Class B Warrant” and collectivelyUnits. The Firm Units, the “Firm Class B Warrants”Shares, and together with the Firm Class A Warrants, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein and, collectively, as the “Firm Securities.” The Firm Shares, Shares and the Firm Warrants underlying the Firm Class A Units and the Firm Series 2 Preferred and the Firm Warrants and underlying the Firm Class B Warrants Units will be separated separately transferable immediately upon issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter several Underwriters, an aggregate of [•] shares 610,000 ordinary shares, no par value per share (each a the “Firm Share” and collectively, Ordinary Shares”) of the Company (the “Firm Shares”) in the form of American Depositary Shares (“ADSs”), with each ADS representing 40 Ordinary Shares, together with 610,000 warrants to purchase 610,000 ADSs at an exercise price equal to $10.00 per ADS (“Warrants”). Each ADS shall be sold together with one Warrant to purchase one additional ADS to be issued pursuant to a Warrant Agent Agreement to be dated as of the Company’s common stock, par value $0.001 per share Closing Date (the “Common StockWarrant Agent Agreement”) between the Company and The Bank of New York Mellon, as warrant agent (the “Warrant Agent”). For every one Such 610,000 Warrants are hereinafter called the “Firm Share issued and sold by Warrants,” and, together with the CompanyFirm Shares, the Company “Firm Securities.” Each Firm Warrant shall issue and sell to the Underwriter: be exercisable for a period of five (i5) one Class A warrant to purchase one share of Common Stock years at an exercise price of $[•] per share 10.00 ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrant Exercise Price”), subject to adjustment as provided in the agreement evidencing the Firm Warrants. The ADSs are to be issued pursuant to an amended and restated deposit agreement (the “Deposit Agreement”), dated as of June 8, 2017 among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and (ii) one Class B warrant to purchase one-half of one share of Common Stock at an exercise price of $[•] per share ([•]% of evidencing the public offering price per Firm Share set forth on ADSs. The Ordinary Shares represented by the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class B warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants ADSs are referred to collectively herein as the “Firm SecuritiesUnderlying Shares.” The Firm Shares, the Firm Class A Warrants and the Firm Class B Warrants will be separated immediately upon issuance.”

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter several Underwriters, (a) an aggregate of [•] 27,754,649 shares (each a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”). For every one , (b) Common Stock purchase warrants (the “Firm Share issued and sold by Common Warrants”) in the Company, the Company shall issue and sell form filed as an exhibit to the Underwriter: (i) one Class A warrant Registration Statement to purchase one share up to an aggregate of 27,754,649 shares of Common Stock at (the “Common Warrant Shares”), which shall have an exercise price of $[•__] per share ([•]% of subject to adjustment as provided in the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)Warrants), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of and (c) Common Stock purchase warrants (each a “Firm Class A Warrant” and collectively, the “Firm Class A Pre-Funded Warrants”) and (ii) one Class B warrant to purchase one-half of one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class B warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Common Warrants, the “Firm Warrants”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of 27,754,649 shares of Common Stock (the “Pre-Funded Warrant Shares” and together with the Common Warrant Shares, the “Warrant Shares”), which shall have an exercise price of $0.0001 (subject to adjustment as provided in the Firm Pre-Funded Warrants). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the The Firm Shares and the Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares, the Firm Class A Warrants Shares and the Firm Class B Warrants will shall be separated immediately upon issuancesold together as a fixed combination, each consisting of (i) one Firm Share and (ii) one Firm Warrant to purchase one share of Common Stock, with each combination consisting of one Firm Share and one Firm Warrant to purchase one share of Common Stock being referred to herein as a “Unit.”

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter several Underwriters, an aggregate of [•] ________ shares (each a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”). For every one Firm Share issued , and sold by an aggregate of ________ pre-funded warrants (the Company, “Pre-Funded Warrants”) in the Company shall issue and sell form filed as an exhibit to the Underwriter: Registration Statement (i) one Class A warrant to purchase one share as hereinafter defined), exercisable into an aggregate of ________ shares of Common Stock at (the “Pre-Funded Warrant Shares”), which shall have an exercise price of $[•] 0.001 per share ([•]% of subject to adjustment as provided in the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)Pre-Funded Warrants), or together with Common Stock purchase warrants (the “Firm Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) in the form filed as an exhibit to the Registration Statement, to purchase up to an aggregate of [•] Class A warrants to purchase an aggregate of [•] ___________ shares of Common Stock (each a the “Firm Class A WarrantCommon Warrant Shares” and collectivelyand, together with the Pre-Funded Warrant Shares, the “Firm Class A WarrantsWarrant Shares”) and (ii) one Class B warrant to purchase one-half of one share of Common Stock at ), which shall have an exercise price of $[•] per share ___ ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (subject to adjustment as defined provided in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class B warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the The Firm Shares and Firm the Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares, the Firm Class A Shares and/or Pre-Funded Warrants and the Firm Class B Warrants will shall be separated immediately upon issuancesold together as a fixed combination, each consisting of (i) one Firm Share or one Pre-Funded Warrant, and (ii) one Firm Warrant to purchase [●] share of Common Stock, with each combination consisting of one Firm Share and one Warrant to purchase [●] shares of Common Stock being referred to herein as a “Unit” and each combination consisting of one Pre-Funded Warrant to purchase one share of Common Stock and one Warrant to purchase [●] share of Common Stock being referred to herein as a “Pre-Funded Unit.”

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter Underwriter, an aggregate of [•] shares (each a i) 1,849,460 Class A Units (the “Firm Share” and collectivelyClass A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For every one Firm Share issued , and sold by the Company, the Company shall issue and sell to the Underwriter: (ib) one Class A (1) warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof))each, or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrants”) and (ii) one Class B warrant ), each Firm Warrant to purchase one-half of one share of Common Stock equal to the number of Firm Shares underlying such Firm Class A Unit at an exercise price of $[•] 1.3125 per share ([•]% of the public offering price per “Firm Share set forth on the cover page of the Prospectus Warrant Shares); and (as defined in Section 2.1.1(iiii) hereof)), or an aggregate of [•] 4,060 Class B warrants to purchase an aggregate of [•] shares of Common Stock Units (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”Units” and, and together with the Firm Class A WarrantsUnits, the “Firm WarrantsUnits”) each Firm Class B Unit consisting of (a) one (1) share (the “Firm Series 2 Preferred”) of the Company’s Series 2 Convertible Preferred Stock, par value $0.001 per share (the “Series 2 Preferred”). Each combined , containing the relative rights, preferences, limitations and designations set forth in the Certificate of Designation filed as an exhibit to the Registration Statement (as defined below) (the “Certificate of Designation”), and to be convertible into an aggregate of 3,865,120 shares of Common Stock (the “Firm Share Conversion Shares”), and (b) one (1) Firm Warrant, each Firm Warrant is to purchase the number of shares of Common Stock equal to the number of Firm Conversion Shares underlying such Firm Class B Unit. The Firm Units, the Firm Shares, the Firm Warrants, the Firm Warrant Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein and, collectively, as the “Firm Securities.” The Firm Shares, Shares and the Firm Warrants underlying the Firm Class A Units and the Firm Series 2 Preferred and the Firm Warrants and underlying the Firm Class B Warrants Units will be separated separately transferable immediately upon issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter several Underwriters, (a) an aggregate of [•] 29,382,861 shares (each a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, $0.0001 par value $0.001 per share (the “Common Stock”). For every one , (b) Common Stock purchase warrants (the “Firm Share issued and sold by Common Warrants”) in the Company, the Company shall issue and sell form filed as an exhibit to the Underwriter: (i) one Class A warrant Registration Statement to purchase one share up to an aggregate of 43,478,261 shares of Common Stock at (the “Common Warrant Shares”), which shall have an exercise price of $[•] per share 0.23 ([•]% of subject to adjustment as provided in the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)Warrants), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of and (c) Common Stock purchase warrants (each a “Firm Class A Warrant” and collectively, the “Firm Class A Pre-Funded Warrants”) and (ii) one Class B warrant to purchase one-half of one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class B warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Common Warrants, the “Firm Warrants”) in the form filed as an exhibit to the Registration Statement to purchase up to an aggregate of 14,095,400 shares of Common Stock (the “Pre-Funded Warrant Shares” and together with the Common Warrant Shares, the “Warrant Shares”), which shall have an exercise price of $0.0001 (subject to adjustment as provided in the Firm Pre-Funded Warrants). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the The Firm Shares and the Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares, the Firm Class A Warrants Shares and the Firm Class B Warrants will shall be separated immediately upon issuancesold together as a fixed combination, each consisting of (i) one Firm Share and (ii) one Firm Warrant to purchase one share of Common Stock, with each combination consisting of one Firm Share and one Firm Warrant to purchase one share of Common Stock being referred to herein as a “Unit.” The Firm Pre-Funded Warrants and Firm Warrants shall be sold together as a fixed combination consisting of one Firm Pre-Funded Warrant and one Firm Warrant to purchase one share of Common Stock being referred to herein as a “Pre-Funded Unit”.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter an aggregate of [•] shares (each a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the Underwriter: (i) one Class A warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrants”) and (ii) one Class B warrant to purchase one-half of one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof)), or an aggregate of [•] Class B warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class B Warrant” and collectively, the “Firm Class B Warrants”, and together with the Firm Class A Warrants, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein as the “Firm Securities.” The Firm Shares, the Firm Class A Warrants and the Firm Class B Warrants will be separated immediately upon issuance.

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter Underwriter, an aggregate of [•(i) [ ] shares Class A Units (each a the “Firm Share” and collectivelyClass A Units”), each Firm Class A Unit consisting of: (a) one (1) share (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For every one Firm Share issued , and sold by the Company, the Company shall issue and sell to the Underwriter: (ib) one Class A (1) warrant to purchase one share of Common Stock at an exercise price of $[•] per share ([•]% of the public offering price per Firm Share set forth on the cover page of the Prospectus (as defined in Section 2.1.1(ii) hereof))each, or an aggregate of [•] Class A warrants to purchase an aggregate of [•] shares of Common Stock (each a “Firm Class A Warrant” and collectively, the “Firm Class A Warrants”) and (ii) one Class B warrant ), each Firm Warrant to purchase one-half of one share of Common Stock equal to the number of Firm Shares underlying such Firm Class A Unit at an exercise price of $[•[ ] per share ([•]% the “Firm Warrant Shares); and (ii) [ ] Class B Units (the “Firm Class B Units” and, together with the Firm Class A Units, the “Firm Units”) each Firm Class B Unit consisting of (a) one (1) share (the “Firm Series 2 Preferred”) of the public offering price Company’s Series 2 Convertible Preferred Stock, par value $0.001 per Firm Share share (the “Series 2 Preferred”), containing the relative rights, preferences, limitations and designations set forth on in the cover page Certificate of Designation filed as an exhibit to the Prospectus Registration Statement (as defined in Section 2.1.1(iibelow) hereof)(the “Certificate of Designation”), or and to be convertible into an aggregate of [•] Class B warrants to purchase an aggregate of [•[ ] shares of Common Stock (the “Firm Conversion Shares”), and (b) one (1) Firm Warrant, each a “Firm Warrant to purchase the number of shares of Common Stock equal to the number of Firm Conversion Shares underlying such Firm Class B Warrant” and collectivelyUnit. The Firm Units, the “Firm Class B Warrants”Shares, and together with the Firm Class A Warrants, the “Firm Warrants”). Each combined Firm Share and Firm Warrant is Shares, the Firm Series 2 Preferred and the Firm Conversion Shares are each referred to herein individually as a “Firm Security” and the Firm Shares and Firm Warrants are referred to collectively herein and, collectively, as the “Firm Securities.” The Firm Shares, Shares and the Firm Warrants underlying the Firm Class A Units and the Firm Series 2 Preferred and the Firm Warrants and underlying the Firm Class B Warrants Units will be separated separately transferable immediately upon issuance.