Common use of Warrant Coverage Clause in Contracts

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock placed at the Closing of each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any), the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering000 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering000 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering400 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock ADSs of the Company equal to 5.07.0% of the aggregate number of shares of common stock ADSs (or ADSs equivalent) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock ADSs underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the ordinary shares on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.08.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock placed at the Closing of (or common stock equivalent, if applicable) purchased in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the closing of the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in convertible, the Offering, excluding pre-funded warrants, if any), number of shares of common stock underlying the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering from the sale of shares of common stock (or common stock equivalent, if applicable) divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants warrants, if any, issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form (including, without limitation, with respect to anti-dilution rights) reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.05% of the aggregate number of shares of common stock Common Stock placed at the Closing of in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optionSecurities or options). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the Offering Price (but no lower than then market price of the Nasdaq Price)Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock ordinary shares, par value NIS 0.25 per share (“Ordinary Shares”), of the Company equal to 5.06.0% of the aggregate number of shares of common stock Ordinary Shares placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock Ordinary Shares underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the Ordinary Shares on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of common shares of common stock of the Company equal to 5.07.00% of the aggregate number of common shares of (or common stock share equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of common shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). The Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering (such price, the “Offering Price”). If the Securities included warrants are issued to investors in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any), the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable only upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of common shares of common stock of the Company equal to 5.06.0% of the aggregate number of common shares of (or common stock share equivalents) placed in the Offering and issued at the each Closing of each Offering (and if an the Offering includes a “greenshoe” or “additional investment” option component, such number of common shares of common stock underlying such additional option component, with the Xxxxxxxxxx additional Wxxxxxxxxx Warrants to be issuable upon the closing of exercise of such option); provided, however, that such warrant coverage shall be reduced to 5.0% in connection with each non-public Offering and Warrant Solicitation transaction. If the Securities included in an on Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an initial exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common shares on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx Wxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx Wxxxxxxxxx and the Company, have be exercisable from the 6-month anniversary of the issuance date for a term of five three and one-half (53.5) years and at an exercise price equal to the 125% of the Offering Price (but no lower than Price, shall not have any price-based anti-dilution protection, and neither the Nasdaq Price)Wxxxxxxxxx Warrants or the shares underlying them shall be subject to registration except in the sole discretion of the Company.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase subscribe that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock ( or common stock equivalent, if applicable) placed at the Closing of in each Offering (( and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years with an exercise price equal to 135% of the offering price per share ( or unit, if applicable) in the applicable Offering and if such offering price is not available, the 135% of the market price of the common stock represented by ADS on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125135% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five four (54) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.010% of the aggregate number of shares of common stock Common Stock placed at the Closing of in each Offering, other than shares issued in any Excluded Offering (and if an Offering includes a the Securities are convertible or include any short-term warrant(s), “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optionSecurities or options). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering000 Xxxx Xxxxxx | Xxx Xxxx, excluding preXxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC non-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the Offering Price (but no lower than then market price of the Nasdaq Price)Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying sold by the Company pursuant to such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering consummated during the Term (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five four (54) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock ordinary shares, par value NIS 0.25 per share (“Ordinary Shares”), of the Company equal to 5.06.0% of the aggregate number of shares of common stock Ordinary Shares placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock Ordinary Shares underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the Ordinary Shares on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price Price. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (but i) is not material and (ii) would be competitively harmful if publicly disclosed. 3. Expense Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Xxxxxxxxxx (a) a management fee equal to 1.0% of the gross proceeds raised in each Offering; (b) $35,000 for non-accountable expenses (to be reduced to $30,000 for a Warrant Restructuring); (c) up to $90,000 for fees and expenses of outside legal counsel and other out-of-pocket expenses for an Offering other than a Warrant Restructuring; plus the additional amount payable by the Company pursuant to Paragraph D.3 hereunder; provided, however, that such amount in no lower than way limits or impairs the Nasdaq Price)indemnification and contribution provisions of this Agreement.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.5% of the aggregate number of shares of 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0(i) 6% of the aggregate number of shares of common stock Common Stock placed at the Closing of in each Offering (and if the Securities are convertible or include an Offering includes a “greenshoe” or “additional investment” option component, such shares of Common Stock underlying such Securities or options but not including the proceeds of any warrants issued as part of the Offering) in the event the gross proceeds in such Offering are $7,000,000 or more and (ii) 4% of the aggregate number of shares of common stock underlying such Common Stock placed in each Offering (if the Securities are convertible or include an “additional investment” option component, with such shares of Common Stock underlying such Securities or options but not including the Xxxxxxxxxx Warrants issuable upon proceeds of any warrants issued as part of the exercise of Offering) in the event the gross proceeds in such option)Offering are less than $7,000,000. If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125% of the Offering Price (but no lower than then market price of the Nasdaq Price)Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 5.06.0% of the aggregate number of ordinary shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent); provided, however, that such Xxxxxxxxxx Warrants coverage shall be reduced to 1.0% with respect to the aggregate gross proceeds raised in each Offering from the Reduced Compensation Investors. Upon any exercise for cash of any warrants issued to investors in each Offering, the Company shall issue to Xxxxxxxxxx (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the Xxxxxxxxxx Warrants to purchase that number of ordinary shares of the Company equal to 6.0% of the aggregate number of such ordinary shares underlying the warrants that have been so exercised (to be reduced to 1.0% of the aggregate number of such ordinary shares underlying the warrants that have been so exercised by the Reduced Compensation Investors). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced multiplied by 125% (such price, the “Offering Price”); provided, however, that Xxxxxxxxxx Warrants may not be exercised within 180 days following the consummation of an applicable Offering; provided, further, that if warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The If no warrants are issued to investors, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to the applicable Offering (other than pre-funded warrants), except that such Xxxxxxxxxx and the Company, Warrants shall have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06% of the aggregate number of shares of common stock Common Stock placed at the Closing of in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option componentSecurities or options; however, with to avoid confusion, if the Offering includes warrants to the investors, the calculation of Xxxxxxxxxx Warrants shall exclude any investors warrants and any Common Stock issuable upon the exercise of such optionany investors warrants). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the Offering Price (but no lower than then market price of the Nasdaq Price).Common Stock. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of four (4) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Xxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Xxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.5% of the aggregate number of shares of common stock placed at Common Stock issued as a result of new investments in the Closing of Company’s securities made in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option componentSecurities or options, with the Xxxxxxxxxx Warrants warrant issuable upon conversion of the Securities or the exercise of such the option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Xxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Xxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants Xxxxxx Warrant shall have an exercise price equal to 125% of the public offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Xxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx the Company and the Companyto Xxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125% of the Offering Price then market price of the Common Stock. As such, Section A.3 is hereby amended and restated in its entirety to read as follows: Expense Allowance. Out of the proceeds of each Closing (which Closing may consist of one or more closings related to the same Offering), the Company also agrees to pay Xxxxxx up to $100,000 for its legal fees and expenses, subject to reimbursement by Xxxxxx to the Company if not used, in accordance with FINRA Rule 5110(f)(2)(C) and (f)(2)(D) (provided, however, that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement). 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC Except as expressly set forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein. Defined terms used herein but no lower than not defined herein shall have the Nasdaq Price).meanings given to such terms in the Engagement Agreement. This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.05% of the aggregate number of shares of common stock Common Stock placed at the Closing of in each Offering (and if an Offering includes the Securities include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optionoptions if exercised). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in and if such offering price is not available, the Offering) (“Nasdaq Price”)market price of the common stock on the date an Offering is commenced. If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the Offering Price (but no lower than then market price of the Nasdaq Price)Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.04.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each the Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.08% of the aggregate number of shares of common stock placed at Common Stock issued or issuable upon conversion in the Closing of each Offering (and if the Securities include an Offering includes a “greenshoeadditional investment right” or “additional investment” option componentmultiple closing transaction such components shall be included and issued when such component is exercised but not including the components of any warrants with an exercise period of more than 13 months); provided, such however, Wxxxxxxxxx’x cash fee on the investors, if any, on the TRW Tail Investors shall be reduced to 4% of the aggregate number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants Common Stock issued or issuable upon conversion to such TRW Tail Investors. Notwithstanding the exercise forgoing, any securities issued for consideration other than cash in the Offering, shall not be included in the number of such option)shares of Common Stock. If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five 5 years (5) years if in a registered offering, from the effective date of the applicable registration statement and otherwise from the date of issuance), an exercise price equal to the 125110% of the Offering Price (but no lower than then market price of the Nasdaq Price)Common Stock and provide for cashless exercise in the event the shares underlying the warrants are not subject to an effective registration statement at the time of exercise. Notwithstanding the foregoing, the warrants will not contain any non-standard anti-dilution protection or so called price-protection provisions. Notwithstanding anything herein to the contrary, Wxxxxxxxxx shall not be entitled to Wxxxxxxxxx Warrants on any securities issued in a Company Offering.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option); provided, however, that the Xxxxxxxxxx Warrants coverage shall be eliminated with respect to any shares of Common Stock placed to the Insider. If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wainwright or its designees xxx xxxxxxees at each Closing, warrants (the “Xxxxxxxxxx WarrantsWainwright Warxxxxx”) to xx purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable Wainwright Warxxxxx xxxxable only upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall Wainwright Warxxxxx xxxxl be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued Wainwright Warxxxxx xxxxl be in a customary form reasonably acceptable to investors in the applicable OfferingWainwright, except that such Xxxxxxxxxx Warrants shall have haxx x xxxx of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be Wainwright Warxxxxx xxxxl have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxx and the Companyapplicable Offering, except that such Wainwright Warxxxxx xxxxl have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent); provided, however, that the Advisor will be entitled to receive 50% of the Wxxxxxxxxx Warrants as financial advisor. If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% the higher of the offering price per share (or unit, if applicablei) $5.17 and (the “Offering Price”ii) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.03.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC C:\Users\axt20\Desktop\Exhibit 10.2 - EL.doc underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years 18 months and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.08.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Rxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Rxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.02.0 % of the aggregate number of shares of common stock Common Stock placed at the Closing in each Offering, excluding any shares of Common Stock issuable upon exercise of any warrants placed in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optionSecurities or options are excluded). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Rxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Rxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Rxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyRxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the Offering Price (but no lower than then market price of the Nasdaq Price).Common Stock. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 Security services provided by H.X. Xxxxxxxxxx & Co., LLC | Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Xxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Xxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.04.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Xxxxxx Warrants issuable upon the exercise closing of the shares issuable pursuant to such option). The warrant coverage shall be reduced to 2.0% for investors who are listed on Exhibit A hereto and 1.0% for Company’s Insiders. If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Xxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Xxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Xxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the closing market price of the common stock on the date immediately preceding the public announcement of the pricing of an Offering (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Xxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxx, have a term of five (5) years from the effective date of the Registration Statement relating to the Offering and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in . Notwithstanding the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If foregoing, no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable issued to Xxxxxxxxxx and the Company, have in connection with a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price)PIPE.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.08.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering400 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.08.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering000 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.03.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.08.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering to non-Excluded Investors (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided Offering, less any proceeds received from an Excluded Investor, by the Offering Price (as defined hereunder). Notwithstanding the foregoing, if the Securities issued consist of units comprised of common stock and warrants, the warrants contained in such units, other than pre-funded warrants, if any, will be excluded from the calculation of the Xxxxxxxxxx Warrants. The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable, but shall not include any shares of common stock underlying warrants issued in each Offering (other than pre-funded warrants)) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering000 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering400 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock Common Stock placed at the Closing of in each Offering (and if an Offering includes the Securities include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optionoptions if exercised). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in and if such offering price is not available, the Offering) (“Nasdaq Price”)market price of the common stock on the date an Offering is commenced. If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the Offering Price (but no lower than then market price of the Nasdaq Price)Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable, but shall not include any shares of common stock underlying warrants issued in each Offering (other than pre-funded warrants)) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering400 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Xxxxxx or its designees at each the Closing, warrants (the “Xxxxxxxxxx Xxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.05% of the aggregate number of shares of common stock Common Stock placed at in the Closing of each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optionSecurities or options). If the Securities included in an the Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Xxxxxx Warrants shall be determined by dividing the gross proceeds raised in such the Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Xxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants Xxxxxx Warrant shall have an exercise price equal to 125% of the public offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an the Offering, the Xxxxxxxxxx Xxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx the Company and the Companyto Xxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125% of the Offering Price (but no lower than then market price of the Nasdaq Price).Common Stock. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of three (3) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no as such term is defined hereunder) and that such exercise price shall be at or above the Minimum Price. “Minimum Price” means a price that is the lower than of: (i) the Nasdaq Priceclosing price (as reflected on Xxxxxx.xxx) immediately preceding the signing of the underwriting agreement or the Purchase Agreement (as defined under Paragraph D. of this Agreement), as the case may be; and (ii) the average closing price of the common stock (as reflected on Xxxxxx.xxx) for the five trading days immediately preceding the signing of the underwriting agreement or the Purchase Agreement, as the case may be.

Warrant Coverage. The In addition to the Cash Fee, Xxxxxxxxxx shall be entitled to receive additional payment from the Company in the form of warrants (the "Xxxxxxxxxx Warrants") to purchase the Company's common stock. In the event that the Company issues and sells its common stock in the applicable Offering, the Company shall issue to Xxxxxxxxxx Warrants or its designees designee at each Closing, warrants (the “Xxxxxxxxxx Warrants”) Closing to purchase that number of shares of common stock of the Company equal to 5.02.5 % of the aggregate number of shares of common stock placed in such Offering (including, if and when exercised, any proceeds from the exercise of any over-allotment or additional investment rights). In the event that the Company issues and sells its debt securities (including convertible debt securities) in the Offering, the Company shall issue to Xxxxxxxxxx or its designees at the Closing of each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such the Xxxxxxxxxx Warrants to purchase the number of shares of common stock underlying such additional option component, with equal to the Xxxxxxxxxx Warrants issuable upon product of (i) the exercise result from dividing the amount of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any), the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided (including, if and when exercised, any proceeds from the exercise of any over-allotment or additional investment rights) by the Offering Price then market price of the Company's common stock, multiplied by (as defined hereunder)ii) 2.5%. The When applicable, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the Offering Price (but no lower than then market price of the Nasdaq Price)common stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Rxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Rxxxxx Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 5.06.5% of the aggregate number of ordinary shares of common stock placed at in the Closing of each Offering (and if an the Offering includes a “greenshoe” or “additional investment” option component, such number of ordinary shares of common stock underlying such additional option component, with the Xxxxxxxxxx Rxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an the Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Rxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Rxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants Rxxxxx Warrant shall have an exercise price equal to 125% of the offering price per ordinary share (or the implied price per ordinary share (as determined by the parties in good faith) if sold as part of a unit or underlying convertible securities issued as part of a unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the ordinary share on the date the Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an the Offering, the Xxxxxxxxxx Rxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx Rxxxxx and to the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than Price. It is hereby acknowledged that the Nasdaq Price)Company may not have sufficient authorized and unreserved ordinary shares for the issuance of the entire number of Rxxxxx Warrants. In such case, the Company shall issue the Rxxxxx Warrants, subject to shareholder approval for the increase of the Company's authorized share capital in an amount of shares sufficient to cover the issuance of the shares underlying the Rxxxxx Warrants. The Company will include a proposal in this regard at the next general meeting of the Company’s shareholders however it is hereby acknowledged that the Company cannot undertake that the shareholders will approve such proposal.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering400 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).. 0000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if any) placed at the Closing of each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such option); provided, however, that no warrants will be issued to Wxxxxxxxxx in connection with an ATM. If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any), the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx Wxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock ADSs of the Company equal to 5.07.0% of the aggregate number of shares of common stock ADSs placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock ADSs underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the ordinary shares on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 5.06.0% of the aggregate number of ordinary shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent); provided, however, that such Wxxxxxxxxx Warrants coverage shall be reduced to 1.0% with respect to the aggregate gross proceeds raised in each Offering from the Reduced Compensation Investors. Upon any exercise for cash of any warrants issued to investors in each Offering, the Company shall issue to Wxxxxxxxxx (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the Wxxxxxxxxx Warrants to purchase that number of ordinary shares of the Company equal to 6.0% of the aggregate number of such ordinary shares underlying the warrants that have been so exercised (to be reduced to 1.0% of the aggregate number of such ordinary shares underlying the warrants that have been so exercised by the Reduced Compensation Investors). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced multiplied by 125% (such price, the “Offering Price”); provided, however, that Wxxxxxxxxx Warrants may not be exercised within 180 days following the consummation of an applicable Offering; provided, further, that if warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each ClosingClosing of an Equity financing, warrants (the “"Xxxxxxxxxx Warrants”") to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering Equity Financing (and if an Offering Equity Financing includes a “"greenshoe” " or “"additional investment” " option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering Equity Financing are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering Equity Financing divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable OfferingEquity Financing, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Equity Financing and if such offering price is not available, the market price of the common stock on the date an Equity Financing is commenced (such price, the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an OfferingEquity Financing, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering000 Xxxx Xxxxxx | Xxx Xxxx, excluding pre-funded warrants, if any)Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06% of the aggregate number of shares of common stock placed at Common Stock accounting for the Closing of each gross proceeds raised in the Offering (and if an Offering includes a “greenshoe” including for such purposes gross proceeds raised in any over-allotment, greenshoe or “over-subscription, in which case additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable will be issued, and excluding for such purposes (i) the amount of any exercise or conversion price subsequently received by the Company upon the exercise of warrants with an exercise term of over 30 months or the conversion of any other derivative securities issued in the Offering and (ii) the amount of such optionproceeds that is used by the Company for the Redemption). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The If warrants are issued in the Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be exercisable for Common Stock and in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the Offering Price (then market price of the Common Stock, and shall contain pro rata, anti-dilution adjustment provisions for corporate actions, such as stock splits, but no lower than the Nasdaq Price)shall not contain other anti-dilution adjustment provisions.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering000 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each the Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at in the Closing of each Offering (and if an the Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an the Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such the Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the Offering and if such offering price is not available, the market price of the common stock on the date the Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Xxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Xxxxxx Warrants”) to purchase that number of shares of common stock ADSs of the Company equal to 5.07.0% of the aggregate number of shares of common stock ADSs placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock ADSs underlying such additional option component, with the Xxxxxxxxxx Xxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Xxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Xxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Xxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the ordinary shares on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Xxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 Security services provided by X.X. Xxxxxxxxxx & Co., LLC | Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.03.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (other than securities placed to Australian Investors) (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). Notwithstanding the foregoing, the calculation of the number of Xxxxxxxxxx Warrants to be issued to Xxxxxxxxxx shall not include any shares of common stock issuable upon exercise of warrants issued in the Offering, if any. The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of four (4) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock ADSs of the Company equal to 5.07.0% of the aggregate number of shares of common stock ADSs placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock ADSs underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the ordinary shares on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of three (3) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no as such term is defined hereunder) and that such exercise price shall be at or above the Minimum Price. “Minimum Price” means a price that is the lower than of: (i) the Nasdaq Priceclosing price (as reflected on Xxxxxx.xxx) immediately preceding the signing of the underwriting agreement or the Purchase Agreement (as defined under Paragraph D. of this Agreement), as the case may be; and (ii) the average closing price of the common stock (as reflected on Xxxxxx.xxx) for the five trading days immediately preceding the signing of the underwriting agreement or the Purchase Agreement, as the case may be.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.03% of the aggregate number of shares of common stock Common Stock placed at the Closing of in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optionSecurities or options). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx the Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the per share public offering price per share (or unit, if applicable) (and have a term of exercise equal to 30 months from the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”)Closing. If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the Offering Price (but no lower than then market price of the Nasdaq Price).Common Stock. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable, but shall not include any shares of common stock underlying warrants issued in each Offering (other than pre-funded warrants)) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or Waxxxxxxxx xr its designees at each Closing, warrants (the “Xxxxxxxxxx WarrantsWaxxxxxxxx Xarrants”) to purchase that number of ordinary shares of common stock of the Company equal to 5.0% of the aggregate number of ordinary shares of common stock (or ordinary share equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of ordinary shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants shall be in a customary form reasonably acceptable to Waxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the ordinary shares on the date an Offering is commenced (such price, the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants Waxxxxxxxx Xarrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Xxxxxxxxxx and the Companyapplicable Offering, except that such Waxxxxxxxx Xarrants shall have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “"Xxxxxxxxxx Warrants”") to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock placed at in the Closing of each Offering (and if an the Offering includes a “"greenshoe” " or “"additional investment” " option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an the Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date the Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq "Offering Price”"). If no warrants are issued to investors in an the Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if any) placed at the Closing of each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such option), or, with resect to a warrant restructuring Offering, 5.0% of the aggregate number of shares of common stock to be issued in connection with the exercise of the warrants being restructured. If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any), the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx Wxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of common shares of common stock of the Company equal to 5.07.0% of the aggregate number of common shares of (or common stock share equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of common shares of common stock underlying such “greenshoe” or “additional option investment” component, with the 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common shares on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.03.0% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable, but shall not include any shares of common stock underlying warrants issued in each Offering (other than pre-funded warrants)) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering000 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each the Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at in the Closing of each Offering (and if an the Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an the Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such the Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the Offering and if such offering price is not available, the market price of the common stock on the date the Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.0% of the aggregate number of shares of common stock (or common stock equivalent but excluding any shares of Common Stock underlying any warrants (other than any “pre-funded” warrants) issued in an Offering, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the Offering (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering400 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock Common Stock placed at the Closing of in each Offering (and if an Offering includes the Securities include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option componentoptions if exercised); provided, however, that no warrants will be issued to Wxxxxxxxxx in connection with the Xxxxxxxxxx Warrants issuable upon the exercise of such option)an ATM Offering. If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in and if such offering price is not available, the Offering) (“Nasdaq Price”)market price of the common stock on the date an Offering is commenced. If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the then market price of the Common Stock. Notwithstanding the foregoing, Wxxxxxxxxx shall be entitled to only 3.0% warrant coverage with respect to any proceeds raised in an Offering Price (but no lower than from any of the Nasdaq Price)individuals or entities listed on Exhibit B1 and on Exhibit B2.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.05% of the aggregate number of shares of common stock placed at the Closing of Securities sold in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optionSecurities or options). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) expiring 4 years from when such Wxxxxxxxxx Warrants become exercisable and an exercise price equal to the 125120% of the Offering Price (but no lower than then market price of the Nasdaq Price).Common Stock. The grant of the Wxxxxxxxxx Warrants and the issuance and listing of the ordinary shares underlying the Wxxxxxxxxx Warrants on the Tel Aviv Stock Exchange shall be subject to obtaining all of the relevant and required approvals of the Company's relevant organs and the approval of the Tel Aviv Stock Exchange for the listing of the ordinary shares underlying the Wxxxxxxxxx Warrants , all if and as required in accordance with applicable Israeli law. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.07.5% of the aggregate number of shares of common stock placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each ClosingQualified Offering, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.03% of the aggregate 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC number of shares of common stock Common Stock placed at the Closing of in each Offering (and if Qualified Offering, including any shares placed through an Offering includes a overallotment option or “greenshoe.” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included issued in an the initial Qualified Offering are convertible (other than any warrants that are issued in into shares of Common Stock, such shares of Common Stock underlying such Securities shall form the Offering, excluding pre-funded warrants, if any), the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunderbasis upon which warrant coverage is calculated). The Xxxxxxxxxx Warrants shall have the same terms exercise price and exercise term as the warrants issued to investors in the applicable Qualified Offering, except and will otherwise be limited to customary terms that such address stock splits, but will not include any anti-dilution adjustments. If no warrants are issued to investors in a Qualified Offering, the Xxxxxxxxxx Warrants shall shall, have a term of 5 years and an exercise price equal to 125% of the offering then market price per share (or unitof the Common Stock, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a as well as other customary form reasonably acceptable to Xxxxxxxxxx terms and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price)terms identified above.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.05% of the aggregate number of shares of common stock Common Stock placed at the Closing of in each Offering (and which shall not include the shares of Common Stock underlying the warrants issued to investors in the Offering) (if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such shares of Common Stock underlying such Securities or options), provided, that if New Mountain Vantage Advisors, LLC or Linde North America or their affiliates invest in an Offering, the Wxxxxxxxxx Warrants with respect to such investors shall be 2.0% of the number of shares of common stock underlying Common Stock placed to such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option)investors. If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding prenon-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Xxxxxxxxxx Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx the Wxxxxxxxxx Warrants shall will have an exercise price equal to 125% of the per share offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”and shall otherwise comply with FINRA Rule 5110(g). If no warrants are issued to investors 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC in an Offering, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyWxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to the 125110% of the Offering Price (but no lower than then market price of the Nasdaq Price)Common Stock.

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.06.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering000 Xxxx Xxxxxx | Xxx Xxxx, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx Member: FINRA/SIPC

Warrant Coverage. The Company shall issue to Xxxxxxxxxx Wxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.08.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed at the Closing of in each Offering (and if an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional option investment” component, with the Xxxxxxxxxx Wxxxxxxxxx Warrants issuable upon the exercise of such optioncomponent). If the Securities included in an Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in an Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Xxxxxxxxxx or its designees at each Closing, warrants (the “Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock placed at in the Closing of each Offering (and if an the Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such additional option component, with the Xxxxxxxxxx Warrants issuable upon the exercise of such option). If the Securities included in an the Offering are convertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any)convertible, the Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable) (the “Offering Price”) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date the Offering is commenced (including any separate value assigned to any warrants issued in such price, the Offering) (“Nasdaq Offering Price”). If no warrants are issued to investors in an the Offering, the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx and the CompanyXxxxxxxxxx, have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).