Introduction. Subject to the terms and conditions herein (this “Agreement”), [[Organization B:Organization]], a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $15,576,750 of registered securities of the Company, including, but not limited to, 2,888,600 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the "Common Stock”), pre-funded common stock purchase warrants to purchase up to an aggregate of 336,400 shares of Common Stock (the “Pre-Funded Warrants”), and common stock purchase warrants to purchase up to an aggregate of 6,450,000 shares of Common Stock (the “Common Warrants” and, collectively with the Pre-Funded Warrants, the “Warrants”, and together with the Shares and the shares of common stock issuable upon exercise of the Warrants, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through [[Organization A:Organization]] (the “Placement Agent”) as placement agent. The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchase price to the Investors for each Share is $4.83 and the exercise price to the Investors for each share of common stock issuable upon exercise of the Common Warrants is $5.36. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering.

The Company and the Buyer previously entered into the Securities Purchase Agreement, dated May 24, 2019, by and among the Company and the Buyer (the “Agreement”) pursuant to which the Company agreed to issue to the Buyer: # 104,294 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (such 104,294 shares of Common Stock collectively referred to herein as the “Common Shares”), and # warrants, in the form attached to the Agreement as [Exhibit A] (the “Warrants”), to initially purchase an aggregate of up to 182,515 shares of Common Stock, at an exercise price of $5.05 per share, in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D as promulgated by the SEC under the 1933 Act, for an aggregate purchase price of $550,000.

[[Organization A:Organization]], a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [[Organization B:Organization]], or its permitted registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of 748,101 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.01 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this warrant to purchase Common Stock (including any warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”) and through and including 5:30 P.M., New York City time, on the date that is three (3) years following the Original Issue Date (the “Expiration Date”), and subject to the following terms and conditions: