Common use of Warrant Coverage Clause in Contracts

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of shares of 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). 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 ▇▇▇▇▇▇▇▇▇▇, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering (other than pre-funded warrants), except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the 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 ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Offering.

Warrant Coverage. The Company shall issue to ▇W▇▇▇▇▇▇▇▇▇ or its designees at each the Closing, warrants (the “▇W▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 7.08% of the aggregate number of shares of common stock (Common Stock issued or common stock equivalent, if applicable) placed issuable upon conversion in each the Offering (and if the Securities include an Offering includes a “greenshoeadditional investment right” or “additional investment” 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 number of shares of common stock underlying such “greenshoe” or “additional investment” componenthowever, with the W▇▇▇▇▇▇▇▇▇’▇ Warrants 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. Notwithstanding the exercise forgoing, any securities issued for consideration other than cash in the Offering, shall not be included in the number of such component)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 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 then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in an Offering, the ▇The W▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering (other than pre-funded warrants)Offering. If no warrants are issued to investors in an Offering, except that such ▇the W▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal be in a customary form reasonably acceptable to 125% of the 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 W▇▇▇▇▇▇▇▇▇▇ , have a term of 5 years (or its designeesif in a registered offering, from the effective date of the applicable registration statement and otherwise from the date of issuance), within five (5) business days an exercise price equal to 110% of the Company’s receipt then market price of the Common Stock and provide for cashless exercise pricein the event the shares underlying the warrants are not subject to an effective registration statement at the time of exercise. Notwithstanding the foregoing, the warrants will not contain any non-standard anti-dilution protection or so called price-protection provisions. Notwithstanding anything herein to the contrary, W▇▇▇▇▇▇▇▇▇ shall not be entitled to W▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally on any securities issued in the applicable a Company Offering.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 7.06.0% of the aggregate number of shares of 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). 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 ▇▇▇▇▇▇▇▇▇▇, have a term of five three (53) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering (other than pre-funded warrants)Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the Offering Price (as such term is defined hereunder) and that such exercise price shall be at or above the Minimum Price. In addition, upon “Minimum Price” means a price that is the exercise for cash of any privately-placed, unregistered warrants issued to investors in an Offering, lower of: (i) the Company shall issue to closing price (as reflected on ▇▇▇▇▇▇.▇▇▇▇ ) immediately preceding the signing of the underwriting agreement or the Purchase Agreement (or its designeesas defined under Paragraph D. of this Agreement), within five as the case may be; and (5ii) business days the average closing price of the Company’s receipt of the exercise price, the common stock (as reflected on ▇▇▇▇▇▇.▇▇▇▇ Warrants to purchase that number of shares of common stock ) for the five trading days immediately preceding the signing of the Company equal to 7.0% of underwriting agreement or the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms Purchase Agreement, as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Offeringcase may be.

Warrant Coverage. The Company shall issue to ▇W▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “▇W▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of shares of 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 to W▇▇▇▇▇▇▇▇▇ in connection with an ATM. 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 ▇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 on the date an Offering is commenced (such price, the “Offering Price”). 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 (other than pre-funded warrants)Offering, except that such ▇W▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the Offering Price. In addition, upon the any exercise for cash of any privately-placed, unregistered warrants issued to investors in an Offeringa private placement, 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 shares of common stock of the Company equal to 7.07.5% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇W▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇W▇▇▇▇▇▇▇▇▇ Warrants originally issued in 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 of the Company equal to 7.05% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” componentoptions, with the ▇▇▇▇▇▇▇▇▇▇ Warrants warrant issuable upon conversion of the Securities or the exercise of the option), provided that such component)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 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 then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in an Offering, the ▇▇▇▇▇The R▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering (other than pre-funded warrants)Offering, except that such ▇▇▇▇▇R▇▇▇▇▇ Warrants Warrant shall have an exercise price equal to 125% of the Offering Pricepublic offering price per share in the applicable Offering. In addition, upon the exercise for cash of any privately-placed, unregistered If no warrants are issued to investors in an Offering, the Company shall issue to ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to purchase that number of shares of common stock of the Company equal and to 7.0% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such 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▇▇▇▇▇ Warrants will be 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 the same form and terms its entirety to read as the follows: “The term of R▇▇▇▇▇▇▇▇▇’▇ Warrants originally issued 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 applicable OfferingEngagement 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 ▇W▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “▇W▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 7.06.0% of the aggregate number of ordinary shares of 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 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 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 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 ▇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 on the date an Offering is commenced multiplied by 125% (such price, the “Offering Price”). If ; 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 (other than pre-funded warrants)Offering, except that such ▇W▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the 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 ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Offering.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed Common Stock issued as a result of new investments in the Company’s securities made in each Offering (and if an Offering includes the Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” componentoptions, with the ▇▇▇▇▇▇▇▇▇▇ Warrants warrant issuable upon conversion of the Securities or the exercise of such componentthe option). If the 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 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 then market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in an Offering, the ▇▇▇▇The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering (other than pre-funded warrants)Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants Warrant shall have an exercise price equal to 125% of the Offering Pricepublic offering price per share in the applicable Offering. In addition, upon the exercise for cash of any privately-placed, unregistered If no warrants are issued to investors in an Offering, the ▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the Company shall issue 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 its designeesmore closings related to the same Offering), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇Company also agrees to pay ▇▇▇▇▇▇ Warrants up to purchase that number of shares of common stock of the Company equal $100,000 for its legal fees and expenses, subject to 7.0% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇reimbursement by ▇▇▇▇▇▇ Warrants will 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 form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Offeringagreement.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 7.06.0% of the aggregate number of ordinary shares of 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 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 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 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 ▇▇▇▇▇▇▇▇▇▇, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced multiplied by 125% (such price, the “Offering Price”). If ; 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 (other than pre-funded warrants)Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the 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 ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in 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 ordinary shares of common stock of the Company equal to 7.06.5% of the aggregate number of ordinary shares of common stock (or common stock equivalent, if applicable) placed in each the Offering (and if an the Offering includes a “greenshoe” or “additional investment” option component, such number of ordinary shares of common stock underlying such “greenshoe” or “additional investment” option component, with the ▇▇▇▇▇R▇▇▇▇▇ Warrants issuable upon the exercise of such componentoption). If the Securities included in an 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 be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to the applicable Offering, except that such R▇▇▇▇▇▇▇▇▇▇, ▇ Warrant shall have a term of five (5) years and 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 common stock ordinary share on the date an the Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in an the Offering, the ▇▇▇▇▇R▇▇▇▇▇ Warrants shall have the same terms as the warrants issued be in a customary form reasonably acceptable to investors in the applicable Offering (other than pre-funded warrants), except that such ▇▇▇▇▇R▇▇▇▇▇ Warrants shall and to the Company, have a term of five (5) years and an exercise price equal to 125% of the Offering Price. It is hereby acknowledged that the Company may not have sufficient authorized and unreserved ordinary shares for the issuance of the entire number of R▇▇▇▇▇ Warrants. In addition, upon the exercise for cash of any privately-placed, unregistered warrants issued to investors in an Offeringsuch case, the Company shall issue to ▇▇▇▇▇the R▇▇▇▇▇ (or its designees)Warrants, within five (5) business days subject to shareholder approval for the increase of the Company’s receipt 's authorized share capital in an amount of shares sufficient to cover the issuance of the exercise price, shares underlying the ▇▇▇▇▇R▇▇▇▇▇ Warrants to purchase that number of shares of common stock Warrants. The Company will include a proposal in this regard at the next general meeting of the Company’s shareholders however it is hereby acknowledged that the Company equal to 7.0% of cannot undertake that the aggregate number of shareholders will approve such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Offeringproposal.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to 7.06.0% of the aggregate number of ordinary shares of common stock (or common stock ordinary share equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of ordinary 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 ▇▇▇▇▇▇▇▇▇▇ in connection with an ATM. 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 ▇▇▇▇▇▇▇▇▇▇, 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 ordinary shares on the date an Offering is commenced (such price, the “Offering Price”). 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 (other than pre-funded warrants)Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the 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 ▇▇▇▇▇▇▇▇▇▇ (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 common stock of the Company equal to 7.06.0% of the aggregate number of such ordinary shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Offering.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (the “▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of shares of 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 to ▇▇▇▇▇▇▇▇▇▇ in connection with an ATM. 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 ▇▇▇▇▇▇▇▇▇▇, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering (other than pre-funded warrants)Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the 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 ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Offering.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, Closing warrants (the “▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicablepre-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 to ▇▇▇▇▇▇▇▇▇▇ in connection with an ATM. 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 ▇▇▇▇▇▇▇▇▇▇, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering (other than pre-funded warrants)Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the 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 ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of shares of common stock of the Company equal to 7.07.5% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Offering.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closingclosing of the Offering, warrants (the “▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that a number of shares of common stock of the Company Common Stock equal to 7.05.0% of the aggregate number of shares of common stock Common Stock (or common stock 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) placed in sold at each closing of the Offering (and if an the 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 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. If the Securities included in an the Offering are convertible, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such the Offering by the Offering Price (as defined hereunderhereinafter 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 applicable Offering Offering, and if such offering price is not available, the market price of the common stock Common Stock on the date an the Offering is commenced priced (such price, the “Offering Price”). If any warrants are issued to investors in an the Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to the investors in the applicable Offering (other than pre-funded warrants)Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the 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 ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the The ▇▇▇▇▇▇▇▇▇▇ Warrants issuable at each closing shall be subject to purchase that number of shares of common stock of the Company equal to 7.0% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Offeringcompliance 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 shares of common stock of the Company equal to 7.02.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in Common Stock issued at 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 Closing. In the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon event that warrants are not issued at the exercise of such component). If the Securities included in an Offering are convertibleClosing, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Underwriter Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇the Underwriter, have a term of five (5) 5 years from the date hereof and an exercise price equal to 125110% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the then market price of the common stock on 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 an Offering is commenced (such pricehereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the “Offering Price”). If warrants are issued to investors in an OfferingUnderwriter Warrants, or any portion thereof, or be the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors subject of any hedging, short sale, derivative, put or call transaction that would result in the applicable Offering effective economic disposition of such securities for a period of one hundred eighty (180) days following the date hereof to anyone other than prethe 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-funded warrants), except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125up 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 Offering Price. In additionsecurities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, upon provided that no participating member manages or otherwise directs investments by the exercise for cash of any privately-placed, unregistered warrants issued to investors fund and the participating members in an 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 shares of common stock of the Company equal to 7.0aggregate do not own more than 10% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be equity in the same form and terms as fund; or (v) the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in exercise or conversion of any security, if all securities remain subject to the applicable Offeringlock-up restriction set forth above for the remainder of the time period.