Common use of Warrant Coverage Clause in Contracts

Warrant Coverage. The Company shall issue to the Underwriter or its designees at each Closing, warrants (the “Underwriter Warrants”) to purchase that number of shares of common stock of the Company equal to 2.5% of the aggregate number of shares of Common Stock issued at each Closing. In the event that warrants are not issued at the Closing, the Underwriter Warrants shall be in a customary form reasonably acceptable to the Underwriter, have a term of 5 years from the date hereof and an exercise price equal to 110% of the then market price of the Common Stock. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the date hereof to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period.

Warrant Coverage. The Company shall issue to the Underwriter W▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter W▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 2.56.0% of the aggregate number of ordinary shares placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of Common Stock common stock underlying such “greenshoe” or “additional investment” component, with the W▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that such W▇▇▇▇▇▇▇▇▇ 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 at to investors in each Closing. In the event that warrants are not issued at the ClosingOffering, the Underwriter Company shall issue to W▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the W▇▇▇▇▇▇▇▇▇ 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, the W▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The W▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the UnderwriterW▇▇▇▇▇▇▇▇▇, have a term of 5 five (5) years from the date hereof and an exercise price equal to 110125% of the then 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after common stock on the date hereof and an Offering is commenced multiplied by its acceptance thereof shall agree 125% (such price, the “Offering Price”); provided, however, that it will W▇▇▇▇▇▇▇▇▇ Warrants may not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) exercised within 180 days following the date hereof consummation of an applicable Offering; provided, further, that if warrants are issued to anyone other than investors in an Offering, the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) W▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to any FINRA member firm participating investors in the offering and the officers or partners thereofapplicable Offering, if all securities so transferred remain subject except that such W▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1125% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time periodOffering Price.

Warrant Coverage. The Company shall issue to the Underwriter ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 2.57.5% of the aggregate number of shares of Common Stock common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that no warrants will be issued at each Closingto ▇▇▇▇▇▇▇▇▇▇ in connection with an ATM. In If the event that warrants Securities included in an Offering are not issued at the Closingconvertible, the Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the Underwriter▇▇▇▇▇▇▇▇▇▇, have a term of 5 five (5) years from the date hereof and an exercise price equal to 110125% of the then 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after common stock on the date hereof and by its acceptance thereof an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall agree that it will not sell, transfer, assign, pledge or hypothecate have the Underwriter Warrants, or any portion thereof, or be same terms as the subject of any hedging, short sale, derivative, put or call transaction that would result warrants issued to investors in the effective economic disposition of applicable Offering, except that such securities for a period of one hundred eighty (180) days following the date hereof ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1125% of the securities being offered; Offering Price. In addition, upon the exercise for cash of any privately-placed, unregistered warrants issued to investors in an Offering, the Company shall issue to ▇▇▇▇▇▇▇▇▇▇ (ivor its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that is beneficially owned on a pro-rata basis by all equity owners number of an investment fund, provided that no participating member manages or otherwise directs investments by shares of common stock of the fund and the participating members in the aggregate do not own more than 10Company equal to 7.5% of the equity aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the fund; or (v) same form and terms as the exercise or conversion of any security, if all securities remain subject to ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the lock-up restriction set forth above for the remainder of the time periodapplicable Offering.

Warrant Coverage. The Company shall issue to the Underwriter ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, Closing warrants (the “Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 2.57.5% of the aggregate number of shares of Common Stock common stock (or pre-funded warrants in lieu thereof) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that no warrants will be issued at each Closingto ▇▇▇▇▇▇▇▇▇▇ in connection with an ATM. In If the event that warrants Securities included in an Offering are not issued at the Closingconvertible, the Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the Underwriter▇▇▇▇▇▇▇▇▇▇, have a term of 5 five (5) years from the date hereof and an exercise price equal to 110125% of the then 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after common stock on the date hereof and by its acceptance thereof an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall agree that it will not sell, transfer, assign, pledge or hypothecate have the Underwriter Warrants, or any portion thereof, or be same terms as the subject of any hedging, short sale, derivative, put or call transaction that would result warrants issued to investors in the effective economic disposition of applicable Offering, except that such securities for a period of one hundred eighty (180) days following the date hereof ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1125% of the securities being offered; Offering Price. In addition, upon the exercise for cash of any privately-placed, unregistered warrants issued to investors in an Offering, the Company shall issue to ▇▇▇▇▇▇▇▇▇▇ (ivor its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that is beneficially owned on a pro-rata basis by all equity owners number of an investment fund, provided that no participating member manages or otherwise directs investments by shares of common stock of the fund and the participating members in the aggregate do not own more than 10Company equal to 7.5% of the equity aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the fund; or (v) same form and terms as the exercise or conversion of any security, if all securities remain subject to ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the lock-up restriction set forth above for the remainder of the time periodapplicable Offering.

Warrant Coverage. The Company shall issue to the Underwriter R▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter R▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 2.55% of the aggregate number of shares of Common Stock placed in each Offering (and if the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of Common Stock underlying such Securities or options, with the warrant issuable upon conversion of the Securities or the exercise of the option), provided that such Securities sold in the Offering shall be netted against any redeemed or repurchased Securities that are redeemed or repurchased with the proceeds from the Offering, including the Company’s Series D Preferred Stock and related warrants. If the Securities included in an Offering are non-convertible, the R▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then market price of the Common Stock. The R▇▇▇▇▇ Warrants shall have the same terms as the warrants issued at each Closingto investors in the applicable Offering, except that such R▇▇▇▇▇ Warrant shall have an exercise price equal to 125% of the public offering price per share in the applicable Offering. In the event that If no warrants are not issued at the Closingto investors in an Offering, the Underwriter R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the UnderwriterCompany and to R▇▇▇▇▇, have a term of 5 years from the date hereof and an exercise price equal to 110125% of the then market price of the Common Stock. The Underwriter understands Company and agrees that there are restrictions pursuant R▇▇▇▇▇ further agree to FINRA Rule 5110 against transferring amend the Underwriter Warrants first sentence of Section B of the Engagement Agreement to extend the term of the Engagement Agreement for an additional 5 months As such, Section B.1. is hereby amended and restated in its entirety to read as follows: “The term of R▇▇▇▇▇’▇ exclusive engagement will begin on June 2, 2016 and end on the ten month anniversary of such date (the “Term”).” 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 not defined herein shall have the 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 underlying shares of Common Stock during the one hundred eighty (180) days after the date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the date hereof to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time periodsame agreement.

Warrant Coverage. The Company shall issue to the Underwriter ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closingclosing of the Offering, warrants (the “Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that a number of shares of common stock of the Company Common Stock equal to 2.55.0% of the aggregate number of shares of Common Stock (or Common Stock equivalent, if applicable, including shares of the Company’s Series A convertible preferred stock, pre-funded warrants, or Securities sold in the Offering that could be converted, but not including any warrants issued to investors at a closing) sold at each Closingclosing of the Offering (and if the Offering includes a “greenshoe” or “additional investment” component, such number of shares of Common Stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that no ▇▇▇▇▇▇▇▇▇▇ Warrants will be issued to ▇▇▇▇▇▇▇▇▇▇ (or its designees) pursuant to this section in connection with the ATM Offering, Warrant Solicitation or with respect to any gross proceeds raised in one or more private placements of any Securities by the Company from the Foreign Investors. In If the event that warrants Securities included in the Offering are not issued at the Closingconvertible, the Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in the Offering by the Offering Price (as hereinafter defined). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇ and the UnderwriterCompany, have a term of 5 five (5) years from the issuance date hereof and an exercise price equal to 110125% of the then 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after on the date hereof and by its acceptance thereof shall agree that it will not sellthe Offering is priced (such price, transfer, assign, pledge or hypothecate the Underwriter Warrants, or “Offering Price”). If any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result warrants are issued to investors in the effective economic disposition of such securities for a period of one hundred eighty (180) days following Offering, the date hereof ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating investors in the offering and the officers or partners thereofOffering, if all securities so transferred remain subject except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1125% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain Offering Price. The ▇▇▇▇▇▇▇▇▇▇ Warrants issuable at each closing shall be subject to the lock-up restriction set forth above for the remainder of the time periodcompliance with FINRA Rule 5110.

Warrant Coverage. The Company shall issue to the Underwriter ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 2.56.0% of the aggregate number of ordinary shares (or ordinary share equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of Common Stock ordinary shares underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that no warrants will be issued at each Closingto ▇▇▇▇▇▇▇▇▇▇ in connection with an ATM. In If the event that warrants Securities included in an Offering are not issued at the Closingconvertible, the Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the Underwriter▇▇▇▇▇▇▇▇▇▇, have a term of 5 five (5) years from the date hereof and an exercise price equal to 110125% of the then 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying ordinary shares of Common Stock during the one hundred eighty (180) days after on the date hereof and by its acceptance thereof an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall agree that it will not sell, transfer, assign, pledge or hypothecate have the Underwriter Warrants, or any portion thereof, or be same terms as the subject of any hedging, short sale, derivative, put or call transaction that would result warrants issued to investors in the effective economic disposition of applicable Offering, except that such securities for a period of one hundred eighty (180) days following the date hereof ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1125% of the securities being offered; Offering Price. In addition, upon the exercise for cash of any privately-placed, unregistered warrants issued to investors in an Offering, the Company shall issue to ▇▇▇▇▇▇▇▇▇▇ (ivor its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that is beneficially owned on a pro-rata basis by all equity owners number of an investment fund, provided that no participating member manages or otherwise directs investments by ordinary shares of the fund and the participating members in the aggregate do not own more than 10Company equal to 6.0% of the equity aggregate number of such ordinary shares underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the fund; or (v) same form and terms as the exercise or conversion of any security, if all securities remain subject to ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the lock-up restriction set forth above for the remainder of the time periodapplicable Offering.

Warrant Coverage. The Company shall issue to the Underwriter ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 2.56.0% of the aggregate if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of Common Stock issued at each Closingcommon stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component). In If the event that warrants Securities included in an Offering are not issued at the Closingconvertible, the Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the Underwriter▇▇▇▇▇▇▇▇▇▇, have a term of 5 three (3) years from the date hereof and an exercise price equal to 110125% of the then 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after common stock on the date hereof and by its acceptance thereof an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall agree that it will not sell, transfer, assign, pledge or hypothecate have the Underwriter Warrants, or any portion thereof, or be same terms as the subject of any hedging, short sale, derivative, put or call transaction that would result warrants issued to investors in the effective economic disposition applicable Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the Offering Price (as such securities for term is defined hereunder) and that such exercise price shall be at or above the Minimum Price. “Minimum Price” means a period of one hundred eighty (180) days following price that is the date hereof to anyone other than the transfer of any securitylower of: (i) by operation the closing price (as reflected on ▇▇▇▇▇▇.▇▇▇) immediately preceding the signing of law the underwriting agreement or by reason the Purchase Agreement (as defined under Paragraph D. of our reorganizationthis Agreement), as the case may be; and (ii) to any FINRA member firm participating in the offering and average closing price of the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above common stock (as reflected on ▇▇▇▇▇▇.▇▇▇) for the remainder five trading days immediately preceding the signing of the time period; (iii) if underwriting agreement or the aggregate amount of our securities held by Purchase Agreement, as the Underwriter or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time periodcase may be.

Warrant Coverage. The Company shall issue to the Underwriter ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 2.56.0% of the aggregate number of shares of Common Stock issued at common stock (or common stock equivalent, if applicable) placed in each ClosingOffering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component). In If the event that warrants Securities included in an Offering are not issued at the Closingconvertible, the Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the Underwriter▇▇▇▇▇▇▇▇▇▇, have a term of 5 three (3) years from the date hereof and an exercise price equal to 110125% of the then 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after common stock on the date hereof and by its acceptance thereof an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall agree that it will not sell, transfer, assign, pledge or hypothecate have the Underwriter Warrants, or any portion thereof, or be same terms as the subject of any hedging, short sale, derivative, put or call transaction that would result warrants issued to investors in the effective economic disposition applicable Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the Offering Price (as such securities for term is defined hereunder) and that such exercise price shall be at or above the Minimum Price. “Minimum Price” means a period of one hundred eighty (180) days following price that is the date hereof to anyone other than the transfer of any securitylower of: (i) by operation the closing price (as reflected on ▇▇▇▇▇▇.▇▇▇) immediately preceding the signing of law the underwriting agreement or by reason the Purchase Agreement (as defined under Paragraph D. of our reorganizationthis Agreement), as the case may be; and (ii) to any FINRA member firm participating in the offering and average closing price of the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above common stock (as reflected on ▇▇▇▇▇▇.▇▇▇) for the remainder five trading days immediately preceding the signing of the time period; (iii) if underwriting agreement or the aggregate amount of our securities held by Purchase Agreement, as the Underwriter or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time periodcase may be.

Warrant Coverage. The Company shall issue to the Underwriter ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 2.56.0% of the aggregate number of ordinary shares placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of Common Stock common stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that such ▇▇▇▇▇▇▇▇▇▇ 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 at to investors in each Closing. In the event that warrants are not issued at the ClosingOffering, the Underwriter Company shall issue to ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ 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, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the Underwriter▇▇▇▇▇▇▇▇▇▇, have a term of 5 five (5) years from the date hereof and an exercise price equal to 110125% of the then 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after common stock on the date hereof and an Offering is commenced multiplied by its acceptance thereof shall agree 125% (such price, the “Offering Price”); provided, however, that it will ▇▇▇▇▇▇▇▇▇▇ Warrants may not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) exercised within 180 days following the date hereof consummation of an applicable Offering; provided, further, that if warrants are issued to anyone other than investors in an Offering, the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to any FINRA member firm participating investors in the offering and the officers or partners thereofapplicable Offering, if all securities so transferred remain subject except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1125% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time periodOffering Price.

Warrant Coverage. The Company shall issue to the Underwriter R▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter R▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 2.56.5% of the aggregate number of ordinary shares placed in the Offering (and if the Offering includes a “greenshoe” or “additional investment” option component, such number of Common Stock ordinary shares underlying such additional option component, with the R▇▇▇▇▇ Warrants issuable upon the exercise of such option). If the Securities included in the Offering are convertible, the R▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The R▇▇▇▇▇ Warrants shall have the same terms as the warrants issued at each Closingto investors in the applicable Offering, except that such R▇▇▇▇▇ 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) 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 (such price, the “Offering Price”). In the event that If no warrants are not issued at to investors in the ClosingOffering, the Underwriter R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to R▇▇▇▇▇ and to the UnderwriterCompany, have a term of 5 five (5) years from the date hereof and an exercise price equal to 110125% of the then market price Offering Price. It is hereby acknowledged that the Company may not have sufficient authorized and unreserved ordinary shares for the issuance of the Common Stockentire number of R▇▇▇▇▇ Warrants. In such case, the Company shall issue the R▇▇▇▇▇ 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 R▇▇▇▇▇ Warrants. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring Company will include a proposal in this regard at the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the date hereof to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder next general meeting of the time period; (iii) if Company’s shareholders however it is hereby acknowledged that the aggregate amount of our securities held by Company cannot undertake that the Underwriter or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time periodshareholders will approve such proposal.

Warrant Coverage. The Company shall issue to the Underwriter W▇▇▇▇▇▇▇▇▇ or its designees at each the Closing, warrants (the “Underwriter W▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 2.58% of the aggregate number of shares of Common Stock issued at each Closingor issuable upon conversion in the Offering (if the Securities include an “additional investment right” or multiple 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, however, W▇▇▇▇▇▇▇▇▇’▇ 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 issued or issuable upon conversion to such TRW Tail Investors. In Notwithstanding the event that forgoing, any securities issued for consideration other than cash in the Offering, shall not be included in the number of shares of Common Stock. If the Securities included in an Offering are non-convertible, the W▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then market price of the Common Stock. The W▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering. If no warrants are not issued at the Closingto investors in an Offering, the Underwriter W▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the UnderwriterW▇▇▇▇▇▇▇▇▇, have a term of 5 years (if in a registered offering, from the effective date of the applicable registration statement and otherwise from the date hereof and of issuance), an exercise price equal to 110% of the then market price of the Common StockStock 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring Notwithstanding the Underwriter Warrants and foregoing, the underlying shares of Common Stock during the one hundred eighty (180) days after the date hereof and by its acceptance thereof shall agree that it warrants will not sell, transfer, assign, pledge contain any non-standard anti-dilution protection or hypothecate the Underwriter Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the date hereof to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject called price-protection provisions. Notwithstanding anything herein to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our contrary, W▇▇▇▇▇▇▇▇▇ shall not be entitled to W▇▇▇▇▇▇▇▇▇ Warrants on any securities held by the Underwriter or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on issued in a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time periodCompany Offering.

Warrant Coverage. The Company shall issue to the Underwriter W▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter W▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 2.57.5% of the aggregate number of shares of Common Stock common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the W▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that no warrants will be issued at each Closingto W▇▇▇▇▇▇▇▇▇ in connection with an ATM. In If the event that warrants Securities included in an Offering are not issued at the Closingconvertible, the Underwriter W▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The W▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the UnderwriterW▇▇▇▇▇▇▇▇▇, have a term of 5 five (5) years from the date hereof and an exercise price equal to 110125% of the then 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after common stock on the date hereof and by its acceptance thereof an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the W▇▇▇▇▇▇▇▇▇ Warrants shall agree that it will not sell, transfer, assign, pledge or hypothecate have the Underwriter Warrants, or any portion thereof, or be same terms as the subject of any hedging, short sale, derivative, put or call transaction that would result warrants issued to investors in the effective economic disposition of applicable Offering, except that such securities for a period of one hundred eighty (180) days following the date hereof W▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1125% of the securities being offered; Offering Price. In addition, upon any exercise for cash of any unregistered warrants issued to investors in a private placement, the Company shall issue to W▇▇▇▇▇▇▇▇▇ (ivor its designees), within five (5) business days of the Company’s receipt of the exercise price, the W▇▇▇▇▇▇▇▇▇ Warrants to purchase that is beneficially owned on a pro-rata basis by all equity owners number of an investment fund, provided that no participating member manages or otherwise directs investments by shares of common stock of the fund and the participating members in the aggregate do not own more than 10Company equal to 7.5% of the equity aggregate number of such shares of common stock underlying such warrants that have been so exercised and such W▇▇▇▇▇▇▇▇▇ Warrants will be in the fund; or (v) same form and terms as the exercise or conversion of any security, if all securities remain subject to W▇▇▇▇▇▇▇▇▇ Warrants originally issued at the lock-up restriction set forth above for the remainder of the time periodapplicable Offering.

Warrant Coverage. The Company shall issue to the Underwriter R▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter R▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 2.55% of the aggregate number of shares of Common Stock placed in each Offering (and if the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of Common Stock underlying such Securities or options, with the warrant issuable upon conversion of the Securities or the exercise of the option). If the Securities included in an Offering are non-convertible, the R▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then market price of the Common Stock. The R▇▇▇▇▇ Warrants shall have the same terms as the warrants issued at each Closingto investors in the applicable Offering, except that such R▇▇▇▇▇ Warrant shall have an exercise price equal to 125% of the public offering price per share in the applicable Offering. In the event that If no warrants are not issued at the Closingto investors in an Offering, the Underwriter R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the UnderwriterR▇▇▇▇▇, have a term of 5 years from the date hereof and an exercise price equal to 110125% of the then market price of the Common Stock. The Underwriter understands Except as expressly set forth above, all of the terms and agrees that there are restrictions pursuant 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 not defined herein shall have the meanings given to FINRA Rule 5110 against transferring such terms in the Underwriter Warrants 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 underlying shares of Common Stock during the one hundred eighty (180) days after the date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the date hereof to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time periodsame agreement.

Warrant Coverage. The Company shall issue to the Underwriter ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 2.57.0% of the aggregate number of shares of Common Stock issued at common stock (or common stock equivalent, if applicable) placed in each ClosingOffering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component). In If the event that warrants Securities included in an Offering are not issued at the Closingconvertible, the Underwriter ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the Underwriter▇▇▇▇▇▇▇▇▇▇, have a term of 5 five (5) years from the date hereof and an exercise price equal to 110125% of the then 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. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after common stock on the date hereof and by its acceptance thereof an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall agree that it will not sell, transfer, assign, pledge or hypothecate have the Underwriter Warrants, or any portion thereof, or be same terms as the subject of any hedging, short sale, derivative, put or call transaction that would result warrants issued to investors in the effective economic disposition of such securities for a period of one hundred eighty applicable Offering (180) days following the date hereof to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) pre-funded warrants), except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1125% of the securities being offered; Offering Price. In addition, upon the exercise for cash of any privately-placed, unregistered warrants issued to investors in an Offering, the Company shall issue to ▇▇▇▇▇▇▇▇▇▇ (ivor its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that is beneficially owned on a pro-rata basis by all equity owners number of an investment fund, provided that no participating member manages or otherwise directs investments by shares of common stock of the fund and the participating members in the aggregate do not own more than 10Company equal to 7.0% of the equity aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the fund; or (v) same form and terms as the exercise or conversion of any security, if all securities remain subject to ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the lock-up restriction set forth above for the remainder of the time periodapplicable Offering.

Warrant Coverage. The Company shall issue to the Underwriter ▇▇▇▇▇▇ or its designees at each Closing, warrants (the “Underwriter ▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 2.57.5% of the aggregate number of shares of Common Stock issued at as a result of new investments in the Company’s securities made in each ClosingOffering (and if the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of Common Stock underlying such Securities or options, with the warrant issuable upon conversion of the Securities or the exercise of the option). In If the event Securities included in an Offering are non-convertible, the ▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then market price of the Common Stock. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such ▇▇▇▇▇▇ Warrant shall have an exercise price equal to 125% of the public offering price per share in the applicable Offering. If no warrants are not issued at the Closingto investors in an Offering, the Underwriter ▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the UnderwriterCompany and to ▇▇▇▇▇▇, have a term of 5 years from the date hereof and an exercise price equal to 110125% of the then market price of the Common Stock. The Underwriter understands 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 that there are restrictions pursuant to pay ▇▇▇▇▇▇ up to $100,000 for its legal fees and expenses, subject to reimbursement by ▇▇▇▇▇▇ to the Company if not used, in accordance with FINRA Rule 5110 against transferring 5110(f)(2)(C) and (f)(2)(D) (provided, however, that such reimbursement amount in no way limits or impairs the Underwriter Warrants indemnification and contribution provisions of this Agreement). 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 not defined herein shall have the 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 underlying shares of Common Stock during the one hundred eighty (180) days after the date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the date hereof to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time periodsame agreement.