Common use of Warrant Coverage Clause in Contracts

Warrant Coverage. The Company shall issue to R▇▇▇▇▇ or its designees at each Closing, warrants (the “R▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 5% 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 to 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. If no warrants are issued to investors in an Offering, the R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to R▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. 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in full force and effect after the execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein.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 same agreement.

Warrant Coverage. The Company shall issue to RW▇▇▇▇▇▇▇▇▇ or its designees at each the Closing, warrants (the “RW▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 58% of the aggregate number of shares of Common Stock placed issued or issuable upon conversion in each the Offering (and if the Securities are convertible or include a an “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, 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 underlying such Securities issued or options, with the warrant issuable upon conversion to such TRW Tail Investors. Notwithstanding the forgoing, any securities issued for consideration other than cash in the Offering, shall not be included in the number of the Securities or the exercise shares of the option)Common Stock. If the Securities included in an Offering are non-convertible, the RW▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then market price of the Common Stock. The RW▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to 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. If no warrants are issued to investors in an Offering, the RW▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to RW▇▇▇▇▇▇▇▇▇, 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 of issuance), an exercise price equal to 125110% 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. Except as expressly set forth aboveNotwithstanding the foregoing, all of the terms and conditions of warrants will not contain any non-standard anti-dilution protection or so called price-protection provisions. Notwithstanding anything herein to the Engagement Agreement shall continue in full force and effect after the execution of this agreement and contrary, W▇▇▇▇▇▇▇▇▇ shall not be entitled to W▇▇▇▇▇▇▇▇▇ Warrants on any securities issued 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 same agreementa Company Offering.

Warrant Coverage. The Company shall issue to R▇▇▇▇▇▇ or its designees at each Closing, warrants (the “R▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 57.5% of the aggregate number of shares of Common Stock placed issued as a result of new investments in the Company’s securities made 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 to 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. If no warrants are issued to investors in an Offering, the R▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to Rthe Company and to ▇▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% of the 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 ▇▇▇▇▇▇ 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(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). 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 same agreement.

Warrant Coverage. The Company shall issue to R▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “R▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 56.0% of the aggregate number of ordinary shares of Common Stock (or ordinary share equivalent, if applicable) placed in each Offering (and if the Securities are convertible or include an Offering includes a “greenshoe” or “additional investment” option component, such number of ordinary shares of Common Stock underlying such Securities “greenshoe” or options“additional investment” component, with the warrant ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon conversion of the Securities or the exercise of the optionsuch component); provided, however, that no warrants will be issued to ▇▇▇▇▇▇▇▇▇▇ in connection with an ATM. 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 Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇, 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 Stockordinary shares on the date an Offering is commenced (such price, the “Offering Price”). The RIf warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such R▇▇▇▇▇▇▇▇▇▇ Warrant Warrants shall have an exercise price equal to 125% of the public offering price per share in Offering Price. In addition, upon the applicable Offering. If no exercise for cash of any privately-placed, unregistered warrants are issued to investors in an Offering, the RCompany shall issue to ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to Rpurchase that number of ordinary shares of the Company equal to 6.0% of the aggregate number of such ordinary shares underlying such warrants that have been so exercised and such ▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. 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 ▇▇▇▇▇ Warrants will be in any way changed, modified or superseded by the same form and terms set forth herein. Defined terms used herein but not defined herein shall have as the meanings given to such terms ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued 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 agreementapplicable Offering.

Warrant Coverage. The Company shall issue to R▇▇▇▇▇ or its designees at each Closing, warrants (the “R▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 56.5% of the aggregate number of ordinary shares of Common Stock placed in each the Offering (and if the Securities are convertible or include Offering includes a “greenshoe” or “additional investment” option component, such number of ordinary shares of Common Stock underlying such Securities or optionsadditional option component, with the warrant R▇▇▇▇▇ Warrants issuable upon conversion of the Securities or the exercise of the such option). If the Securities included in an the 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 StockOffering Price (as defined hereunder). The R▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such R▇▇▇▇▇ Warrant shall have an exercise price equal to 125% of the public 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 OfferingOffering 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”). If no warrants are issued to investors in an the Offering, the R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to R▇▇▇▇▇▇ and to the Company, have a term of 5 five (5) years and an exercise price equal to 125% 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. Except as expressly set forth aboveIn such case, all the Company shall issue the R▇▇▇▇▇ Warrants, subject to shareholder approval for the increase of the terms and conditions Company's authorized share capital in an amount of shares sufficient to cover the issuance of the Engagement Agreement shall continue shares underlying the R▇▇▇▇▇ Warrants. The Company will include a proposal in full force and effect after this regard at the execution next general meeting of this agreement and shall the Company’s shareholders however it is hereby acknowledged that the Company cannot be in any way changed, modified or superseded by undertake that the terms set forth herein. Defined terms used herein but not defined herein shall have the meanings given to shareholders will approve 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 agreementproposal.

Warrant Coverage. The Company (a) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall issue to R▇▇▇▇▇ or its designees at each Closing, warrants (the “R▇▇▇▇▇ Warrants”) to purchase that be exercisable for a number of shares of common stock Series D Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock of the Company equal to 5% (the date of such, the aggregate “Measurement Date”), this Warrant shall be exercisable for the number of shares of Common the Company’s Series C Preferred Stock placed in each Offering equal to the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and if (z) the Securities are convertible or include number of months as measured by the number of complete months and the percentage of a “greenshoe” or “additional investment” option componentcomplete month comprised by any less-than-complete month, between the date of the applicable Closing and the Measurement Date, provided that 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 to 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. If no warrants are issued to investors in an Offering, the R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to R▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. 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 months 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 otherwiseexceed four, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations and the same agreementlike).

Warrant Coverage. The Company shall issue to RW▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “RW▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 56.0% of the aggregate number of ordinary shares of Common Stock placed in each Offering (and if the Securities are convertible or include an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of Common Stock common stock underlying such Securities “greenshoe” or options“additional investment” component, with the warrant W▇▇▇▇▇▇▇▇▇ Warrants issuable upon conversion of the Securities or the exercise of such component); provided, however, that such W▇▇▇▇▇▇▇▇▇ Warrants coverage shall be reduced to 1.0% with respect to the optionaggregate 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 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 non-convertible, the RW▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then Offering Price (as defined hereunder). The W▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to W▇▇▇▇▇▇▇▇▇, 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. The Rcommon stock on the date an Offering is commenced multiplied by 125% (such price, the “Offering Price”); provided, however, that W▇▇▇▇▇▇▇▇▇ 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 W▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such RW▇▇▇▇▇▇▇▇▇ Warrant Warrants shall have an exercise price equal to 125% of the public offering price per share in the applicable Offering. If no warrants are issued to investors in an Offering, the R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to R▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. 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 same agreementOffering Price.

Warrant Coverage. The Company shall issue to R▇▇▇▇▇▇▇▇▇▇ or its designees at each Closingclosing of the Offering, warrants (the “R▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that a number of shares of common stock of the Company Common Stock equal to 55.0% of the aggregate number of shares of Common Stock placed (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 closing of the Offering (and if the Securities are convertible or include Offering includes a “greenshoe” or “additional investment” option component, such number of shares of Common Stock underlying such Securities “greenshoe” or options“additional investment” component, with the warrant ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon conversion of the Securities or 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 option)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. If the Securities included in an the Offering are non-convertible, the R▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such the Offering divided by the then Offering Price (as hereinafter defined). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇ and the Company, have a term of five (5) years from the issuance date 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 StockStock on the date the Offering is priced (such price, the “Offering Price”). The RIf any warrants are issued to investors in the Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to the investors in the applicable Offering, except that such R▇▇▇▇▇▇▇▇▇▇ Warrant Warrants shall have an exercise price equal to 125% of the public offering price per share in the applicable OfferingOffering Price. If no warrants are issued to investors in an Offering, the RThe ▇▇▇▇▇▇▇▇▇▇ Warrants issuable at each closing shall be in a customary form reasonably acceptable subject to R▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. 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 same agreementcompliance with FINRA Rule 5110.

Warrant Coverage. The Company shall issue to RW▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “RW▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 55.0% of the aggregate number of shares of Common Stock common stock (or common stock equivalent, if any) placed in at the Closing of each Offering (and if the Securities are convertible or include an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of Common Stock common stock underlying such Securities or optionsadditional option component, with the warrant W▇▇▇▇▇▇▇▇▇ Warrants issuable upon conversion of the Securities or the exercise of the such option); provided, however, that no warrants will be issued to W▇▇▇▇▇▇▇▇▇ in connection with an ATM. If the Securities included in an Offering are nonconvertible (other than any warrants that are issued in the Offering, excluding pre-convertiblefunded warrants, if any), the RW▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then market price of the Common StockOffering Price (as defined hereunder). The RW▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such RW▇▇▇▇▇▇▇▇▇ Warrant Warrants 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 RW▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to RW▇▇▇▇▇▇▇▇▇ and the Company, have a term of 5 five (5) years and an exercise price equal to the 125% of the then market price of Offering Price (but no lower than the Common Stock. 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 same agreementNasdaq Price).

Warrant Coverage. The Company shall issue to R▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “R▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 56.0% of the aggregate number of ordinary shares of Common Stock placed in each Offering (and if the Securities are convertible or include an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of Common Stock common stock underlying such Securities “greenshoe” or options“additional investment” component, with the warrant ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon conversion of the Securities or the exercise of such component); provided, however, that such ▇▇▇▇▇▇▇▇▇▇ Warrants coverage shall be reduced to 1.0% with respect to the optionaggregate 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 ▇▇▇▇▇▇▇▇▇▇ (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 non-convertible, the R▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇, 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. The Rcommon stock on the date an Offering is commenced multiplied by 125% (such price, the “Offering Price”); provided, however, that ▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such R▇▇▇▇▇▇▇▇▇▇ Warrant Warrants shall have an exercise price equal to 125% of the public offering price per share in the applicable Offering. If no warrants are issued to investors in an Offering, the R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to R▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. 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 same agreementOffering Price.

Warrant Coverage. The Company shall issue to R▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “R▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 56.0% of the aggregate number of shares of Common Stock if applicable) placed in each Offering (and if the Securities are convertible or include an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of Common Stock common stock underlying such Securities “greenshoe” or options“additional investment” component, with the warrant ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon conversion of the Securities or the exercise of the optionsuch component). 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 Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇, 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 Stockcommon stock on the date an Offering is commenced (such price, the “Offering Price”). The RIf warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such R▇▇▇▇▇▇▇▇▇▇ Warrant Warrants shall have an exercise price equal to 125% of the public offering Offering Price (as such term is defined hereunder) and that such exercise price per share in the applicable Offering. If no warrants are issued to investors in an Offering, the R▇▇▇▇▇ Warrants shall be in at or above the Minimum Price. “Minimum Price” means a customary form reasonably acceptable to Rprice that is the lower of: (i) the closing price (as reflected on ▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% ▇.▇▇▇) immediately preceding the signing of the then market 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. Except common stock (as expressly set forth above, all reflected on ▇▇▇▇▇▇.▇▇▇) for the five trading days immediately preceding the signing of the terms and conditions of underwriting agreement or the Engagement Agreement shall continue in full force and effect after Purchase Agreement, as 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 case 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 agreementbe.

Warrant Coverage. The Company shall issue to R▇▇▇▇▇ or its designees at each Closing, warrants (the “R▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 5% 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 to 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. If no warrants are issued to investors in an Offering, the R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the Company and to R▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. The Company and R▇▇▇▇▇ further agree to amend the 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 same agreement.

Warrant Coverage. The Company shall issue to RW▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “RW▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 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 the Securities are convertible or include an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of Common Stock common stock underlying such Securities “greenshoe” or options“additional investment” component, with the warrant W▇▇▇▇▇▇▇▇▇ Warrants issuable upon conversion of the Securities or the exercise of the optionsuch component); provided, however, that no warrants will be issued to W▇▇▇▇▇▇▇▇▇ in connection with an ATM. If the Securities included in an Offering are non-convertible, the RW▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then Offering Price (as defined hereunder). The W▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to W▇▇▇▇▇▇▇▇▇, 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 Stockcommon stock on the date an Offering is commenced (such price, the “Offering Price”). The RIf warrants are issued to investors in an Offering, the W▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such RW▇▇▇▇▇▇▇▇▇ Warrant Warrants shall have an exercise price equal to 125% of the public offering price per share in the applicable OfferingOffering Price. If no In addition, upon any exercise for cash of any unregistered warrants are issued to investors in an Offeringa private placement, the RCompany shall issue to W▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the W▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to Rpurchase that number of shares of common stock of the Company equal to 7.5% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such W▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. 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 ▇▇▇▇ Warrants will 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 same agreementform and terms as the W▇▇▇▇▇▇▇▇▇ Warrants originally issued at the applicable Offering.

Warrant Coverage. The Company shall issue to R▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “R▇▇▇▇▇▇▇▇▇▇ 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 56.0% of the aggregate number of shares of Common Stock Ordinary Shares placed in each Offering (and if the Securities are convertible or include an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of Common Stock Ordinary Shares underlying such Securities or optionsadditional option component, with the warrant ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon conversion of the Securities or the exercise of the such 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 StockOffering Price (as defined hereunder). The R▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such R▇▇▇▇▇▇▇▇▇▇ Warrant Warrants shall have an exercise price equal to 125% of the public offering price per share (or unit, if applicable) in the applicable OfferingOffering 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”). If no warrants are issued to investors in an Offering, the R▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to R▇▇▇▇▇▇▇▇▇▇, have a term of 5 five (5) years and an exercise price equal to 125% of the then market price Offering Price. 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 (i) is not material and (ii) would be competitively harmful if publicly disclosed. 3. Expense Allowance. Out of the Common Stock. Except as expressly set forth aboveproceeds of each Closing, all the Company also agrees to pay ▇▇▇▇▇▇▇▇▇▇ (a) a management fee equal to 1.0% of the terms 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 conditions expenses of outside legal counsel and other out-of-pocket expenses for an Offering other than a Warrant Restructuring; plus the Engagement Agreement shall continue additional amount payable by the Company pursuant to Paragraph D.3 hereunder; provided, however, that such amount in full force no way limits or impairs the indemnification and effect after the execution contribution provisions 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 same agreement.

Warrant Coverage. The Company shall issue to RW▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “RW▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 55.0% of the aggregate number of shares of Common Stock common stock (or common stock equivalent, if any) placed in at the Closing of each Offering (and if the Securities are convertible or include an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of Common Stock common stock underlying such Securities or optionsadditional option component, with the warrant W▇▇▇▇▇▇▇▇▇ Warrants issuable upon conversion the exercise of such option), or, with resect to a warrant restructuring Offering, 5.0% of the Securities or aggregate number of shares of common stock to be issued in connection with the exercise of the option)warrants being restructured. If the Securities included in an Offering are nonconvertible (other than any warrants that are issued in the Offering, excluding pre-convertiblefunded warrants, if any), the RW▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then market price of the Common StockOffering Price (as defined hereunder). The RW▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such RW▇▇▇▇▇▇▇▇▇ Warrant Warrants 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 RW▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to RW▇▇▇▇▇▇▇▇▇ and the Company, have a term of 5 five (5) years and an exercise price equal to the 125% of the then market price of Offering Price (but no lower than the Common Stock. 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 same agreementNasdaq Price).

Warrant Coverage. The Company shall issue to R▇▇▇▇▇ the Underwriter or its designees at each Closing, warrants (the “R▇▇▇▇▇ Underwriter Warrants”) to purchase that number of shares of common stock of the Company equal to 52.5% of the aggregate number of shares of Common Stock placed in issued at each Offering (and if Closing. In the Securities event that warrants are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of Common Stock underlying such Securities or options, with not issued at the warrant issuable upon conversion of the Securities or the exercise of the option). If the Securities included in an Offering are non-convertibleClosing, 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 to 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. If no warrants are issued to investors in an Offering, the R▇▇▇▇▇ Underwriter Warrants shall be in a customary form reasonably acceptable to R▇▇▇▇▇the Underwriter, have a term of 5 years from the date hereof and an exercise price equal to 125110% of the then market price of the Common Stock. Except as expressly 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, all above for the remainder of the terms and conditions time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1% of the Engagement Agreement shall continue in full force and effect after the execution securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of this agreement and shall not be in any way changedan investment fund, modified provided that no participating member manages or superseded otherwise directs investments by the terms 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 herein. Defined terms used herein but not defined herein shall have above for the meanings given to such terms in remainder of 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 agreementtime period.