The Company has not distributed and, prior to the later to occur of the Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering and sale of the Placement Shares other than the Prospectus and any issuer free writing prospectus to which Cowen have consented in accordance with Section 8(a).

“Applicable Time” means # each Representation Date and # the time of each sale of any Placement Shares pursuant to this Agreement.

in the event the Shares are not registered under the Securities Act of 1933, qualification as a private placement under said Act;

The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

In May 2017, the Company completed five non-brokered private placement financings issuing 98,250 common shares in exchange for $105,472 in gross proceeds.

On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, Cowen that as of # the date of this Agreement, # each Representation Date (as defined in Section 8(l)), # each date on which a Placement Notice is given and # any date on which Placement Shares are sold hereunder:

Due Authorization. The execution, delivery and performance by it of this Amendment and each other Loan Document being executed and delivered in connection with this Amendment to which such Borrower is a party, and the performance by such Borrower of the Amended Agreement, have been duly authorized by all necessary corporate action on its part and do not, and will not, require the consent or approval of its shareholders or members, as the case may be, other than such consents and approvals as have been duly obtained, given or accomplished.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that # enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and # the indemnification and contribution provisions of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Due Authorization. All corporate action on the part of AVRS necessary for the authorization, execution and delivery of the Agreement and the performance of the obligations of AVRS hereunder, and the authorization, issuance, sale and delivery of the Shares has been taken, and this Agreement constitutes a valid and legally binding obligation of AVRS, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.