Sale of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Agent agree that the Company may from time to time seek to sell Shares through the Agent, acting as sales agent, or directly to the Agent, acting as principal, as follows, with an aggregate Sales Price of up to the Maximum Program Amount, based on and in accordance with Issuance Notices as the Company may deliver, during the Agency Period.

Sale of Securities. Assuming the accuracy of Purchaser’s representations in Section 2.2, the offer and sale of the Shares to Purchaser is exempt from the registration and prospectus delivery requirements of the Securities Act and the rules and regulations promulgated thereunder.

Purchase and Sale of Securities. At the Closing, the Company will issue and sell to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, # the number of shares of Common Stock (the “Shares”) set forth opposite such Purchaser’s name on [Exhibit A] hereto, at a purchase price of $1.38 per Share (the “Share Purchase Price”), which is the lower of: # the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of this Agreement; or # the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of this Agreement, # for each Purchaser whose purchase of Shares hereunder would otherwise result in such Purchaser, together with its Affiliates, beneficially owning more than 19.99% of the outstanding Common Stock immediately following the Closing, in lieu of Shares and only to that extent, the number of pre-funded warrants to purchase shares of Common Stock set forth opposite such Purchaser’s name on [Exhibit A] hereto and substantially in the form of Exhibit B hereto (the “Pre-Funded Warrants”), at a purchase price per Pre-Funded Warrant equal to the Share Purchase Price minus $0.01. Each Pre-Funded Warrant shall be exercisable for one (1) share of Common Stock at an exercise price equal to $0.01. The Shares and the Pre-Funded Warrants are referred to collectively as the “Securities.” Each Purchaser’s aggregate purchase price for the Securities purchased by such Purchaser hereunder is referred to as the “Aggregate Purchase Price.”

Purchase and Sale of Securities. At the Closing, the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company, 2,875,000 shares of Common Stock (as defined herein) of the Company (the “Shares” or “Securities”), at a purchase price of $7.29 per Share (the “Share Purchase Price”). The Purchaser’s aggregate purchase price for the Securities purchased by the Purchaser hereunder is referred to as the “Aggregate Purchase Price.” Notwithstanding the foregoing, the Company shall not issue and sell, and the Purchaser shall not purchase, any Shares in excess of the amount approved by Nasdaq or would otherwise violate the rules of Nasdaq.

Sale of Securities. Until April 5, 2021, Consultant agrees that Consultant will not # offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by Consultant or any other person at any time in the future of) any securities of the Company (including, without limitation, securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of common stock that may be issued upon exercise of any options, or warrants) or securities convertible into or exercisable or exchangeable for shares of common stock; # enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of common stock, whether any such transaction described in [clause (a) or (b) above] is to be settled by delivery of shares of common stock or other securities, in cash or otherwise or # publicly disclose the intention to do any of the foregoing, other than as agreed to by the Company.

Sale of Additional Securities. After the Initial Closing (defined below), the Company may sell, on the same or substantially similar terms and conditions pursuant to this Agreement, up to the balance of the Securities not sold at the Initial Closing in one or more additional Closing(s), to one or more investors (each, an “Additional Investor”), provided that # each Additional Investor must become a party to this Agreement by executing and delivering a counterpart signature page to this Agreement, and # each Additional Investor must be an “accredited investor” as defined under the Securities Act or a governmental entity. [Schedule I] to this Agreement shall be updated to reflect all Additional Investors and corresponding additional Securities purchased at each such Closing.

Purchase and Sale of Securities. Subject to the terms and conditions hereof, at the Closing (as herein defined), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Shares at a purchase price per Share of $1.84 in cash, for an aggregate amount of ​ (the “Purchase Price”).

Purchase and Sale of Securities. Subject to the terms and conditions hereof, at the Closing (as defined in Section 1(d) below), the Company shall issue and sell to each Purchaser, and each Purchaser, severally and not jointly, shall purchase from the Company, such number of shares of Preferred Stock as is set forth on such Purchaser’s Signature Page, for a purchase price (as to each Purchaser, the “Purchase Price”) equal to $1,000 per share of Preferred Stock.

Purchase and Sale of Securities. At the Closing, the Company will issue and sell to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, # the number of shares of Common Stock (the “Shares”) set forth opposite such Purchaser’s name on [Exhibit A] hereto, at a purchase price of $1.32 per Share (the “Share Purchase Price”), which is the lower of # the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of this Agreement or # the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of this Agreement, # for each Purchaser whose purchase of Shares hereunder would otherwise result in such Purchaser, together with its Affiliates, beneficially owning more than 19.9% of the outstanding Common Stock immediately following the Closing, in lieu of Shares and only to that extent, the number of pre-funded warrants to purchase shares of Common Stock set forth opposite such Purchaser’s name on [Exhibit A] hereto and substantially in the form of Exhibit B hereto (the “Pre-Funded Warrants”), at a purchase price per Pre-Funded Warrant equal to the Share Purchase Price minus $0.01. Each Pre-Funded Warrant shall be exercisable for one (1) share of Common Stock at an exercise price equal to $0.01. The Shares and the Pre-Funded Warrants are referred to collectively as the “Securities.” Each Purchaser’s aggregate purchase price for the Securities purchased by such Purchaser hereunder is referred to as the “Aggregate Purchase Price.”

Sale of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Agent agree that the Company may from time to time seek to sell Shares through the Agent, acting as sales agent, or directly to the Agent, acting as principal, as follows, with an aggregate Sales Price of up to the Maximum Program Amount, based on and in accordance with Issuance Notices as the Company may deliver, during the Agency Period.