Common use of Pursuant to the Securities Act Clause in Contracts

Pursuant to the Securities Act. The Company has filed with the Commission a registration statement and any amendment thereto, on Form S-1 (File No. 333-276418), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act, and the rules and regulations (the “Regulations”) of the Commission under the Securities Act. The conditions for use of Form S-1 to register the Offering under the Securities Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act registering additional Public Securities, is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a “shelf” registration statement statement, and any an amendment or amendments thereto, on Form S-1 S-3 (File No. 333-276418189982), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the which registration statement immediately prior to the effectiveness of the registration statement)was declared effective on August 6, 2013, for the registration of the sale of certain securities of the Company, including the Public Securities Securities, under the Securities ActAct of 1933, which registration statement and amendment or amendments have been prepared by as amended (the Company in conformity with the requirements of the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Regulations”) of the Commission under the Securities Act). The conditions for use of Form S-1 to register the Offering under the Securities Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such Such registration statement, including the exhibits thereto, as amended, on file with the Commission amended at the time the registration statement became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as date of such time pursuant to Rule 430A of the Regulations, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act registering additional Public Securitiesthis Agreement, is hereinafter called the “Registration Statement,” and ”. If the form Company files a registration statement with the Commission pursuant to Rule 462(b) of the final Securities Act Regulations relating to the Public Securities, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such registration statement filed pursuant to Rule 462(b). After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus dated supplement to the Effective Date base prospectus included in the Registration Statement (or, if applicable, the form “Base Prospectus”) in accordance with the provisions of final Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act Regulations; any information included in such prospectus containing information permitted to be supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of effectiveness by Rule 430A of and included in the Regulations, filed by the Company with the Commission Registration Statement pursuant to Rule 424 430B is herein called the “Rule 430B Information”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Regulations)Public Securities that omitted Rule 430B Information, is hereinafter collectively called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated December 19, 2013, as amended and supplemented immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” For purposes of this AgreementThe Base Prospectus, “Applicable Time,” as used together with the final prospectus supplement which includes the Rule 430B Information, in the Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior form first furnished to the Applicable TimeUnderwriters for use in connection with the offering and confirmation of the sales of the Public Securities, is hereinafter collectively called the “Prospectus.” Any reference in this Agreement to the Registration Statement, the Company prepared Base Prospectus, a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by the Underwriters reference therein (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory ProspectusIncorporated Documents”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect ) pursuant to the Registration Statement has been Item 12 of Form S-3 which were filed under the Securities Exchange Act with of 1934, as amended (the Commission. All “Exchange Act”), and the rules and regulations of the Public Securities have been Commission promulgated thereunder (the “Exchange Act Regulations”), on or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to before the date of this Agreement, the Company or the Representative determines that, at issue date of the Applicable TimeBase Prospectus, the Statutory Preliminary Prospectus, the Pricing Prospectus included an untrue statement of or the Prospectus, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, a material fact Preliminary Prospectus, the Pricing Prospectus or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will shall be deemed to refer to and include the filing of any additional document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information available which is “contained, “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to purchasers at mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference in the time of entry into Registration Statement, the first such new purchase contractBase Prospectus, a Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and any an amendment or amendments thereto, on Form S-1 (File No. 333-276418259105), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement)or prospectuses, for the registration of the sale of Public Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act, Act and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Regulations”) of the Commission under and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act. The conditions for use of Form S-1 to register the Offering under Act and the Securities Act, as set forth in the General Instructions to such Form, have been satisfiedAct Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, effective (including the prospectusPreliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the RegulationsSecurities Act Regulations (the “Rule 430A Information”)), together with is referred to herein as the “Registration Statement”. If the Company files any registration statement filed by the Company pursuant to Rule 462(b) under of the Securities Act registering additional Public SecuritiesRegulations, is hereinafter called then after such filing, the term “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, shall include such registration statement filed by the Company with the Commission pursuant to Rule 424 of the Regulations462(b), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent Each prospectus used prior to the date effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. The Preliminary Prospectus, subject to completion, dated September 13, 2021, which was included in the Company or the Representative determines that, at Registration Statement immediately prior to the Applicable Time, Time is hereinafter called the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary “Pricing Prospectus”. The final prospectus in the form first furnished to make the statements therein, Underwriters for use in light of the circumstances under which they were made, not misleading and Offering is hereinafter called the Company and “Prospectus”. Any reference to the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will “most recent Preliminary Prospectus” shall be deemed to include any additional information available refer to purchasers at the time of entry into latest Preliminary Prospectus included in the first such new purchase contractRegistration Statement.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and any an amendment or amendments thereto, on Form S-1 (File No. 333-276418234415), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement)or prospectuses, for the registration of the Public Securities, the shares of Common Stock issuable upon exercise of the Warrants, including the Warrants issued as part of the Firm Units and the Option Warrants (the “Warrant Shares”), and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act, Act and the rules and regulations (the “Regulations”) of the Commission under the Securities Act. The conditions for use of Form S-1 Act (the “Securities Act Regulations”) and will contain all material statements that are required to register the Offering under be stated therein in accordance with the Securities Act, as set forth in Act and the General Instructions to such Form, have been satisfiedSecurities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, effective (including the prospectusPreliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the RegulationsSecurities Act Regulations (the “Rule 430A Information”)), together with is referred to herein as the “Registration Statement.” If the Company files any registration statement filed by the Company pursuant to Rule 462(b) under of the Securities Act registering additional Public SecuritiesRegulations, is hereinafter called then after such filing, the term “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, shall include such registration statement filed by the Company with the Commission pursuant to Rule 424 of the Regulations462(b), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent Each prospectus used prior to the date effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated [•], 2019, that was included in the Company or the Representative determines that, at Registration Statement immediately prior to the Applicable Time, Time is hereinafter called the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary “Pricing Prospectus.” The final prospectus in the form first furnished to make the statements therein, Underwriters for use in light of the circumstances under which they were made, not misleading and Offering is hereinafter called the Company and “Prospectus.” Any reference to the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will “most recent Preliminary Prospectus” shall be deemed to include any additional information available refer to purchasers at the time of entry into latest Preliminary Prospectus included in the first such new purchase contractRegistration Statement.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and any an amendment or amendments thereto, on Form S-1 (File No. 333-276418222994), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement)or prospectuses, for the registration of the Public Securities, the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), the shares of Common Stock issuable upon conversion of the Preferred Stock (the “Preferred Conversion Shares”) included in the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act, Act and the rules and regulations (the “Regulations”) of the Commission under the Securities Act. The conditions for use of Form S-1 Act (the “Securities Act Regulations”) and will contain all material statements that are required to register the Offering under be stated therein in accordance with the Securities Act, as set forth in Act and the General Instructions to such Form, have been satisfiedSecurities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, effective (including the prospectusPreliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the RegulationsSecurities Act Regulations (the “Rule 430A Information”)), together with is referred to herein as the “Registration Statement.” If the Company files any registration statement filed by the Company pursuant to Rule 462(b) under of the Securities Act registering additional Public SecuritiesRegulations, is hereinafter called then after such filing, the term “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, shall include such registration statement filed by the Company with the Commission pursuant to Rule 424 of the Regulations462(b), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent Each prospectus used prior to the date effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated [•], 2018, that was included in the Company or the Representative determines that, at Registration Statement immediately prior to the Applicable Time, Time is hereinafter called the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary “Pricing Prospectus.” The final prospectus in the form first furnished to make the statements therein, Underwriters for use in light of the circumstances under which they were made, not misleading and Offering is hereinafter called the Company and “Prospectus.” Any reference to the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will “most recent Preliminary Prospectus” shall be deemed to include any additional information available refer to purchasers at the time of entry into latest Preliminary Prospectus included in the first such new purchase contractRegistration Statement.

Pursuant to the Securities Act. The Company has filed with the Commission a registration statement and any an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-276418153155), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Securities Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act, and the rules and regulations (the “Regulations”) of the Commission under the Securities Act. The conditions for use of Form S-1 F-1 to register the Offering under the Securities Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act registering additional Public Securities), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, Regulations filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” Time of Sale”, as used in the Securities Act, means [●] 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Applicable TimeTime of Sale, the Company prepared a Preliminary ProspectusProspectuses, which was included in the Registration Statement filed on dated August 22, 2008, September 17, 2008, September 25, 2008 and [●], 2024, __________] for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, together the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract.Rule 462(b)

Pursuant to the Securities Act. The Company has prepared and filed with the Commission a registration statement and any an amendment thereto, or amendments thereto on Form S-1 (File No. 333-276418137863), including any a related preliminary prospectus (any such preliminary prospectus in the form first filed with the Commission, a “Preliminary Prospectus”” and the Preliminary Prospectus dated __________, including any prospectus that is 2007 included in the registration statement immediately prior first filed with the Commission on __________, 2007, in the form distributed to potential investors in the effectiveness of Offering, the registration statement“Statutory Prospectus”), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) of the offering and sale of the Securities, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act, Act and the rules and regulations (the “RegulationsRules”) of the Commission under the Securities Act. The conditions for use of Form S-1 to register the Offering under the Securities Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the Regulations, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act registering additional Public SecuritiesRules), is hereinafter called the “Registration Statement,.” and the form Such Registration Statement has become effective as of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Date. The Company will file with the Commission pursuant to a final prospectus in accordance with Rule 424 of 424(b); such final prospectus in the Regulations), form first filed with the Commission is hereinafter called the “Prospectus.” For purposes of this AgreementAs filed, “Applicable Time,” as used the Prospectus shall contain all information required by the Securities Act and the Rules thereunder, and shall be in all substantive respects in the Securities Act, means [●] p.m., New York City time, on form of the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was Prospectus included in the Registration Statement filed on [●], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently immediately prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contractEffective Date.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and any an amendment or amendments thereto, on Form S-1 (File No. 333-276418219147), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement)or prospectuses, for the registration of the Public Securities Securities, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) and the Common Stock issuable upon conversion of the Preferred Stock (the “Preferred Conversion Shares”) included in the Public Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act, Act and the rules and regulations (the “Regulations”) of the Commission under the Securities Act. The conditions for use of Form S-1 Act (the “Securities Act Regulations”) and will contain all material statements that are required to register the Offering under be stated therein in accordance with the Securities Act, as set forth in Act and the General Instructions to such Form, have been satisfiedSecurities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, effective (including the prospectusPreliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the RegulationsSecurities Act Regulations (the “Rule 430A Information”)), together with is referred to herein as the “Registration Statement.” If the Company files any registration statement filed by the Company pursuant to Rule 462(b) under of the Securities Act registering additional Public SecuritiesRegulations, is hereinafter called then after such filing, the term “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, shall include such registration statement filed by the Company with the Commission pursuant to Rule 424 of the Regulations462(b), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent Each prospectus used prior to the date effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated September 28, 2017, that was included in the Company or the Representative determines that, at Registration Statement immediately prior to the Applicable Time, Time is hereinafter called the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary “Pricing Prospectus.” The final prospectus in the form first furnished to make the statements therein, Underwriters for use in light of the circumstances under which they were made, not misleading and Offering is hereinafter called the Company and “Prospectus.” Any reference to the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will “most recent Preliminary Prospectus” shall be deemed to include any additional information available refer to purchasers at the time of entry into latest Preliminary Prospectus included in the first such new purchase contractRegistration Statement.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and any an amendment or amendments thereto, on Form S-1 (File No. 333-276418224808), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement)or prospectuses, for the registration of the Public Securities, the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), and the shares of Common Stock issuable upon conversion of the Preferred Stock (the “Preferred Conversion Shares”) included in the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act, Act and the rules and regulations (the “Regulations”) of the Commission under the Securities Act. The conditions for use of Form S-1 Act (the “Securities Act Regulations”) and will contain all material statements that are required to register the Offering under be stated therein in accordance with the Securities Act, as set forth in Act and the General Instructions to such Form, have been satisfiedSecurities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, effective (including the prospectusPreliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the RegulationsSecurities Act Regulations (the “Rule 430A Information”)), together with is referred to herein as the “Registration Statement.” If the Company files any registration statement filed by the Company pursuant to Rule 462(b) under of the Securities Act registering additional Public SecuritiesRegulations, is hereinafter called then after such filing, the term “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, shall include such registration statement filed by the Company with the Commission pursuant to Rule 424 of the Regulations462(b), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent Each prospectus used prior to the date effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated [●], 2018, that was included in the Company or the Representative determines that, at Registration Statement immediately prior to the Applicable Time, Time is hereinafter called the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary “Pricing Prospectus.” The final prospectus in the form first furnished to make the statements therein, Underwriters for use in light of the circumstances under which they were made, not misleading and Offering is hereinafter called the Company and “Prospectus.” Any reference to the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will “most recent Preliminary Prospectus” shall be deemed to include any additional information available refer to purchasers at the time of entry into latest Preliminary Prospectus included in the first such new purchase contractRegistration Statement.

Pursuant to the Securities Act. The Company has filed with the Commission a registration statement and any amendment thereto, on Form S-1 (File No. 333-276418)127871) a registration statement, including any related preliminary prospectus (the “Preliminary Prospectus”a prospectus, including any prospectus that is included in the registration statement immediately prior relating to the effectiveness of the registration statement), for the registration of the Public Securities under the Securities ActOffering, which registration statement and amendment or amendments have has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations (the “"Regulations”") of the Commission under the Securities Act. The conditions for use registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of Form S-1 the registration statement at the time of effectiveness pursuant to register the Offering Rule 430A under the Securities Act, is hereinafter referred to as set forth the "Registration Statement"; the prospectus in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file form first filed with the Commission at pursuant to and within the time limits described in Rule 424(b) is hereinafter referred to as the "Prospectus." If the Company has filed an abbreviated registration statement became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with any registration statement filed by the Company register additional Firm Units pursuant to Rule 462(b) under the Securities Act registering additional Public Securities, is hereinafter called (the “"Rule 462 Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations"), is hereinafter called then any reference herein to the “Prospectus.” term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. For purposes of this Agreement, “Applicable Time,” as used in the Securities Act, "Time of Sale" means [●o] p.m., New York City time, on the date of this Agreement. Prior to the Applicable TimeTime of Sale, the Company prepared a Preliminary Prospectuspreliminary prospectus, which was included in the Registration Statement filed on [●]dated February 28, 20242006, for distribution by the Underwriters Underwriter (such the "Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”"). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at Underwriter have determined that the Applicable Time, the Statutory Preliminary Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Company and the Representative agree Underwriter has agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.

Pursuant to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and any an amendment or amendments thereto, on Form S-1 (File No. 333-276418219147), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement)or prospectuses, for the registration of the Public Securities Securities, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) and the Common Stock issuable upon conversion of the Preferred Stock (the “Preferred Conversion Shares”) included in the Public Securities, under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act, Act and the rules and regulations (the “Regulations”) of the Commission under the Securities Act. The conditions for use of Form S-1 Act (the “Securities Act Regulations”) and will contain all material statements that are required to register the Offering under be stated therein in accordance with the Securities Act, as set forth in Act and the General Instructions to such Form, have been satisfiedSecurities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, effective (including the prospectusPreliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time the Effective Date pursuant to paragraph (b) of Rule 430A of the RegulationsSecurities Act Regulations (the “Rule 430A Information”)), together with is referred to herein as the “Registration Statement.” If the Company files any registration statement filed by the Company pursuant to Rule 462(b) under of the Securities Act registering additional Public SecuritiesRegulations, is hereinafter called then after such filing, the term “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, shall include such registration statement filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”462(b). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. [The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent .] Each prospectus used prior to the date effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated [_________], 2017, that was included in the Company or the Representative determines that, at Registration Statement immediately prior to the Applicable Time, Time is hereinafter called the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary “Pricing Prospectus.” The final prospectus in the form first furnished to make the statements therein, Underwriters for use in light of the circumstances under which they were made, not misleading and Offering is hereinafter called the Company and “Prospectus.” Any reference to the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will “most recent Preliminary Prospectus” shall be deemed to include any additional information available refer to purchasers at the time of entry into latest Preliminary Prospectus included in the first such new purchase contractRegistration Statement.

Pursuant to the Securities Act. The Company has prepared and filed with the Commission a registration statement and any an amendment thereto, or amendments thereto on Form S-1 (File No. 333-276418333-_______), including any a related preliminary prospectus (any such preliminary prospectus in the form first filed with the Commission, a “Preliminary Prospectus”” and the Preliminary Prospectus dated __________, including any prospectus that is 2006 included in the registration statement immediately prior first filed with the Commission on __________, 2006, in the form distributed to potential investors in the effectiveness of Offering, the registration statement“Statutory Prospectus”), for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”) of the offering and sale of the Securities, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Securities Act, Act and the rules and regulations (the “RegulationsRules”) of the Commission under the Securities Act. The conditions for use of Form S-1 to register the Offering under the Securities Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, becomes effective (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to paragraph (b) of Rule 430A of the Regulations, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act registering additional Public SecuritiesRules), is hereinafter called the “Registration Statement,.” and the form Such Registration Statement has become effective as of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Date. The Company will file with the Commission pursuant to a final prospectus in accordance with Rule 424 of 424(b); such final prospectus in the Regulations), form first filed with the Commission is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Securities Act, means [●] p.m., New York City time, on the date of this Agreement. Prior to the Applicable TimeAs filed, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on [●], 2024, for distribution Prospectus shall contain all information required by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Securities Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Securities Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contractRules thereunder.