<SEC-DOCUMENT>0000919574-19-005804.txt : 20190912
<SEC-HEADER>0000919574-19-005804.hdr.sgml : 20190912
<ACCEPTANCE-DATETIME>20190911194947
ACCESSION NUMBER:		0000919574-19-005804
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20190930
FILED AS OF DATE:		20190912
DATE AS OF CHANGE:		20190911

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TOP SHIPS INC.
		CENTRAL INDEX KEY:			0001296484
		STANDARD INDUSTRIAL CLASSIFICATION:	DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-37889
		FILM NUMBER:		191089310

	BUSINESS ADDRESS:	
		STREET 1:		1, VASSILISSIS SOFIAS STR. & MEG.
		STREET 2:		ALEXANDROU STR.
		CITY:			151 24, MAROUSSI
		STATE:			J3
		ZIP:			00000
		BUSINESS PHONE:		011-30-210-81-28-107

	MAIL ADDRESS:	
		STREET 1:		1, VASSILISSIS SOFIAS STR. & MEG.
		STREET 2:		ALEXANDROU STR.
		CITY:			151 24, MAROUSSI
		STATE:			J3
		ZIP:			00000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TOP TANKERS INC.
		DATE OF NAME CHANGE:	20040706
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>d8370793_6-k.htm
<TEXT>
<html>
  <head>
    <title></title>
    <!-- Licensed to: Seward & Kissel LLP
         Document created using EDGARfilings PROfile 6.0.0.0
         Copyright 1995 - 2019 Broadridge -->
  </head>
<body bgcolor="#ffffff" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; text-align: left; color: #000000;">
  <div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">UNITED STATES</div>
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">SECURITIES AND EXCHANGE COMMISSION</div>
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">Washington, D.C.&#160; 20549</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">FORM 6-K</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16<br>
        OF THE SECURITIES EXCHANGE ACT OF 1934</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif;">For the month of September 2019</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif;">Commission File Number 001-37889</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;"><font style="background-color: #FFFFFF;"><u>&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;TOP SHIPS INC.&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;</u></font></div>
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif;">(Translation of registrant's name into English)</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">1 VAS. SOFIAS &amp; MEG.</div>
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">ALEXANDROU STREET</div>
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">151 24, MAROUSSI</div>
      <div style="text-align: center; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;"><u>&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; ATHENS, GREECE&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;</u></div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: center; margin-bottom: 12pt; color: #000000; font-family: 'Times New Roman', serif;">(Address of principal executive offices)</div>
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: justify; color: #000000; font-family: 'Times New Roman', serif;">Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: justify; color: #000000; font-family: 'Times New Roman', serif;">Form 20-F [X]&#160; &#160; &#160;&#160; Form 40-F [&#160; ]</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: justify; color: #000000; font-family: 'Times New Roman', serif;">Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [&#160; ].</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: justify; color: #000000; font-family: 'Times New Roman', serif;"><font style="font-weight: bold;">Note</font>: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an
        attached annual report to security holders.</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: justify; color: #000000; font-family: 'Times New Roman', serif;">Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [&#160; ].</div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div><br>
      </div>
    </div>
    <div style="background-color: #FFFFFF;">
      <div style="text-align: justify; color: #000000; font-family: 'Times New Roman', serif;"><font style="font-weight: bold;">Note</font>: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report
        or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the
        rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if
        discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.</div>
    </div>
    <div><br>
    </div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: center; margin-top: 3pt; margin-bottom: 3pt; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">INFORMATION CONTAINED IN THIS FORM 6-K REPORT</div>
    <div style="margin-top: 3pt; margin-bottom: 3pt;"><br>
    </div>
    <div style="text-align: justify; margin-top: 3pt; margin-bottom: 3pt; color: #000000; font-family: 'Times New Roman', serif;">Attached to this report on Form 6-K as Exhibit 1 is the Underwriting Agreement dated September 11, 2019 by and among TOP Ships
      Inc. (the "Company") and Maxim Group LLC relating to the offering of common shares, pre-funded warrants, and other warrants by the Company.</div>
    <div style="margin-top: 3pt; margin-bottom: 3pt;"><br>
    </div>
    <div style="color: #000000; font-family: 'Times New Roman', serif;">Attached to this report on Form 6-K as Exhibit 2 is the Form of Common Stock Purchase Warrant.</div>
    <div><br>
    </div>
    <div style="margin-bottom: 10pt; color: #000000; font-family: 'Times New Roman', serif;">Attached to this report on Form 6-K as Exhibit 3 is the Form of Pre-Funded Common Stock Purchase Warrant.</div>
    <div style="margin-bottom: 10pt; color: #000000; font-family: 'Times New Roman', serif;">This Report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-215577).</div>
    <div style="margin-bottom: 10pt;"><font style="font-family: 'Times New Roman', serif; font-weight: bold; color: #000000;"> </font><br>
    </div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: center; margin-top: 3pt; margin-bottom: 3pt; color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">SIGNATURES</div>
    <div style="margin-top: 3pt; margin-bottom: 3pt;"><br>
    </div>
    <div style="text-indent: 36pt; margin-top: 3pt; margin-bottom: 3pt; color: #000000; font-family: 'Times New Roman', serif;">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
      its behalf by the undersigned, thereunto duly authorized.</div>
    <div style="margin-top: 3pt; margin-bottom: 3pt;"><br>
    </div>
    <div style="margin-top: 3pt; margin-bottom: 3pt;"><br>
    </div>
    <div style="margin-top: 3pt; margin-bottom: 3pt;"><br>
    </div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z9099a072b43e4f1dace3f2b28b69d7d3">

        <tr>
          <td style="width: 50.94%; vertical-align: top;">&#160;</td>
          <td colspan="2" style="width: 36.65%; vertical-align: top;">
            <div style="color: #000000; font-family: 'Times New Roman', serif; font-weight: bold;">TOP SHIPS INC.</div>
          </td>
          <td style="width: 12.41%; vertical-align: top;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50.94%; vertical-align: top;">&#160;</td>
          <td colspan="2" style="width: 36.65%; vertical-align: top;">
            <div style="color: #000000; font-family: 'Times New Roman', serif;">(registrant)</div>
          </td>
          <td style="width: 12.41%; vertical-align: top;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50.94%; vertical-align: top;">&#160;</td>
          <td colspan="2" style="width: 36.65%; vertical-align: top;">&#160;</td>
          <td style="width: 12.41%; vertical-align: top;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50.94%; vertical-align: top;">
            <div style="color: #000000; font-family: 'Times New Roman', serif;">Dated: September 11, 2019</div>
          </td>
          <td style="width: 8.46%; vertical-align: top;">
            <div style="color: #000000; font-family: 'Times New Roman', serif;">By:</div>
          </td>
          <td style="width: 28.2%; vertical-align: top; border-bottom: #000000 2px solid;">
            <div style="color: #000000; font-family: 'Times New Roman', serif;">/s/ Evangelos J. Pistiolis</div>
          </td>
          <td style="width: 12.41%; vertical-align: top;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50.94%; vertical-align: top;">&#160;</td>
          <td style="width: 8.46%; vertical-align: top;">&#160;</td>
          <td style="width: 28.2%; vertical-align: top;">
            <div style="color: #000000; font-family: 'Times New Roman', serif;">Evangelos J. Pistiolis</div>
          </td>
          <td style="width: 12.41%; vertical-align: top;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50.94%; vertical-align: top;">&#160;</td>
          <td style="width: 8.46%; vertical-align: top;">&#160;</td>
          <td style="width: 28.2%; vertical-align: top;">
            <div style="color: #000000; font-family: 'Times New Roman', serif;">Chief Executive Officer</div>
          </td>
          <td style="width: 12.41%; vertical-align: top;">&#160;</td>
        </tr>

    </table>
    <div style="margin-top: 3pt; margin-bottom: 3pt;"><br>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
  </div>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>d8370793_ex-1.htm
<TEXT>
<html>
  <head>
    <title></title>
    <!-- Licensed to: Seward & Kissel LLP
         Document created using EDGARfilings PROfile 6.0.0.0
         Copyright 1995 - 2019 Broadridge -->
  </head>
<body bgcolor="#ffffff" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; text-align: left; color: #000000;">
  <div style="text-align: right;"><font style="font-weight: bold;">Exhibit 1<br>
    </font></div>
  <div><br>
  </div>
  <div><br>
  </div>
  <div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">426,000 SHARES OF COMMON STOCK,<br>
      1,154,000 PRE-FUNDED WARRANTS (EXERCISABLE FOR 1,154,000 SHARES OF COMMON<br>
      STOCK)<br>
      AND<br>
      1,580,000 WARRANTS (EXERCISABLE FOR 1,580,000 SHARES OF COMMON STOCK)<br>
      OF<br>
      TOP SHIPS INC.</div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">UNDERWRITING AGREEMENT</div>
    <div style="text-align: right; margin-bottom: 12pt;">September 11, 2019</div>
    <div style="text-align: justify;">Maxim Group LLC</div>
    <div style="text-align: justify;">405 Lexington Avenue, 2nd Fl.</div>
    <div style="text-align: justify;">New York, NY 10174</div>
    <div style="text-align: justify; font-style: italic;">As the Representative of the</div>
    <div style="text-align: justify; margin-bottom: 12pt; font-style: italic;">Several underwriters, if any, named in <u>Schedule I</u> hereto</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Ladies and Gentlemen:</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">The undersigned, Top Ships Inc., a company incorporated under the laws of the Republic of the Marshall Islands (collectively with its subsidiaries and affiliates, including,
      without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Top Ships Inc., the &#8220;<u>Company</u>&#8221;), hereby confirms its agreement (this &#8220;<u>Agreement</u>&#8221;) with the several underwriters
      (such underwriters, including the Representative (as defined below), the &#8220;<u>Underwriters</u>&#8221; and each an &#8220;<u>Underwriter</u>&#8221;) named in <u>Schedule I</u> hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the
      &#8220;<u>Representative</u>&#8221; and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and
      conditions set forth herein.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">It is understood that the several Underwriters are to make a public offering of the Public Securities as soon as the Representative deems it advisable to do so. The Public
      Securities are to be initially offered to the public at the public offering price set forth in the Prospectus. The Representative may from time to time thereafter change the public offering price and other selling terms.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">It is further understood that you will act as the Representative for the Underwriters in the offering and sale of the Closing Securities and, if any, the Option Securities in
      accordance with this Agreement.</div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">ARTICLE I.<br>
      DEFINITIONS</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">1.1&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Definitions</u>. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth
      in this Section 1.1:</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Action</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(k).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Affiliate</u>&#8221; means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is
      controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <!--PROfilePageNumberReset%Num%2%%%-->
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Applicable Laws</u>&#8221; shall have the meaning assigned to such term in Section 3.1(o). &#8220;<u>Authorizations</u>&#8221; shall have the meaning assigned to such term
      in Section 3.1(o). &#8220;<u>Authorized Agent</u>&#8221; shall have the meaning ascribed to such term in Section 7.7. &#8220;<u>Board of Directors</u>&#8221; means the board of directors of the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Business Day</u>&#8221; means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
      institutions in the State of New York are authorized or required by law or other governmental action to close.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Closing</u>&#8221; means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Closing Date</u>&#8221; means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters&#8217; obligations to pay the Closing
      Purchase Price and (ii) the Company&#8217;s obligations to deliver the Closing Securities, in each case, have been satisfied or waived, but in no event later than 10:00 a.m. (New York City time) on the second (2<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">nd</sup>) Trading Day following the date
      hereof or at such earlier time as shall be agreed upon by the Representative and the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Closing Purchase Price</u>&#8221; shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of underwriting
      discounts and commissions.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Closing Securities</u>&#8221; shall have the meaning ascribed to such term in Section 2.1(a)(ii). &#8220;<u>Closing Shares</u>&#8221; shall have the meaning ascribed to such
      term in Section 2.1(a)(i). &#8220;<u>Closing Warrants</u>&#8221; shall have the meaning ascribed to such term in Section 2.1(a)(ii). &#8220;<u>Commission</u>&#8221; means the United States Securities and Exchange Commission.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Common Stock</u>&#8221; means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may
      hereafter be reclassified or changed.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Common Stock Equivalents</u>&#8221; means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common
      Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Company Auditor</u>&#8221; means Deloitte Certified Public Accountants S.A., with offices located at 3a Fragkokklisias &amp; Granikou str., Athens 151 25 Greece.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Company Counsel</u>&#8221; means Seward &amp; Kissel LLP, with offices located at One Battery Park Plaza, New York, New York 10004.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Credit Facility</u>&#8221; means any credit facility or loan agreement to which the Company or any of its Subsidiaries is a party or their assets are bound as
      disclosed in the Registration Statement and the Prospectus.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">2</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Disclosure Schedules</u>&#8221; means the Disclosure Schedules of the Company delivered concurrently herewith.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Effective Date</u>&#8221; means the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, became effective,
      or is deemed to have become effective by the Commission, in accordance with the rules and regulations under the Securities Act.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>EGS</u>&#8221; means Ellenoff Grossman &amp; Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Environmental Claim</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(n).<br>
      &#8220;<u>Environmental Laws</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(n).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Exchange Act</u>&#8221; means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Execution Date</u>&#8221; shall mean the date on which the parties execute and enter into this Agreement.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Exempt Issuance</u>&#8221; means the issuance of (a) shares of Common Stock or equity awards to employees, officers or directors of the Company pursuant to any
      stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the
      Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this
      Agreement, <font style="font-style: italic;">provided </font>that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price
      of such securities (other than in connection with automatic price resets, stock splits, adjustments or combinations as set forth in such securities) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or
      strategic transactions approved by a majority of the disinterested directors of the Company, <font style="font-style: italic;">provided </font>that such securities are issued as &#8220;restricted securities&#8221; (as defined in Rule 144) and carry no
      registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.20(a) herein, and <font style="font-style: italic;">provided </font>that any such issuance shall
      only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company
      additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>FCPA</u>&#8221; means the Foreign Corrupt Practices Act of 1977, as amended.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>FINRA</u>&#8221; means the Financial Industry Regulatory Authority.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>GAAP</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(i).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Governmental Authority</u>&#8221; shall have the meaning assigned to such term in Section 3.1(o).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Indebtedness</u>&#8221; means (a) any liabilities for borrowed money or amounts owed in excess of</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">3</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">$50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of
      indebtedness of others, whether or not the same are or should be reflected in the Company&#8217;s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar
      transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Intellectual Property Rights</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(q).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Liens</u>&#8221; means a lien, claims, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Lock-Up Agreements</u>&#8221; means the lock-up agreements that are executed delivered on the date hereof by Lock-Up Parties, such agreements in the form of <u>Exhibit


        A</u> attached hereto.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Lock-Up Parties</u>&#8221; means (i) the Company&#8217;s officers and directors and (ii) Lax Trust. &#8220;<u>Material Adverse Effect</u>&#8221; shall have the meaning assigned to
      such term in Section 3.1(b).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Materials of Environmental Concern</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(n).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Offering</u>&#8221; shall have the meaning ascribed to such term in Section 2.1(c).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Option Closing Date</u>&#8221; shall have the meaning ascribed to such term in Section 2.2(c).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Option Closing Purchase Price</u>&#8221; shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the
      underwriting discounts and commissions.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Option Securities</u>&#8221; shall have the meaning ascribed to such term in Section 2.2(a). &#8220;<u>Option Shares</u>&#8221; shall have the meaning ascribed to such term
      in Section 2.2(a). &#8220;<u>Option Warrants</u>&#8221; shall have the meaning ascribed to such term in Section 2.2(a). &#8220;<u>Over-Allotment Option</u>&#8221; shall have the meaning ascribed to such term in Section 2.2(a).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Person</u>&#8221; means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
      joint stock company, Governmental Authority or other entity of any kind.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Pre-Funded Warrants</u>&#8221; means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Underwriters in accordance with Section 2.1(a)
      in the form attached hereto as <u>Exhibit B-2</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Preliminary Prospectus</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(f).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Proceeding</u>&#8221; means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
      such as a deposition), whether commenced or threatened.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">4</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Prospectus</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(f).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Public Securities</u>&#8221; means, collectively, the Closing Securities and, if any, the Option Securities.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Registration Statement</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(f). &#8220;<u>Required Approvals</u>&#8221; shall have the meaning ascribed to
      such term in Section 3.1(e).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Rule 144</u>&#8221; means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or
      any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Rule 424</u>&#8221; means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or
      any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>SEC Reports</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(i). &#8220;<u>Securities</u>&#8221; means the Closing Securities, the Option Securities
      and the Warrant Shares.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Securities Act</u>&#8221; means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Share Purchase Price</u>&#8221; shall have the meaning ascribed to such term in Section 2.1(b).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Shares</u>&#8221; means, collectively, the shares of Common Stock delivered to the Underwriters in accordance with Section 2.1(a)(i) and Section 2.2(a).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Subsidiary</u>&#8221; means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or
      acquired after the date hereof.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Trading Day</u>&#8221; means a day on which the principal Trading Market is open for trading.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Trading Market</u>&#8221; means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
      NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Traditional Warrants</u>&#8221; means, collectively, the Common Stock purchase warrants delivered to the Underwriters in accordance with Section 2.1(a)(ii) and
      Section 2.2, which Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of <u>Exhibit B-1</u> attached hereto.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Transaction Documents</u>&#8221; means this Agreement and all exhibits and schedules hereto, the Warrants, the Lock-Up Agreements, and any other documents or
      agreements executed in connection with the transactions contemplated hereunder.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Transfer Agent</u>&#8221; means American Stock Transfer &amp; Trust Company LLC, the current transfer agent of the Company with a mailing address of 6201 15th
      Ave, Brooklyn, NY 11219, a</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">5</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">phone number of 718.921.8300 and an email address of lbomensatt@astfinancial.com, and any successor transfer agent of the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Underwriter Information</u>&#8221; shall have the meaning ascribed to such term in Section 3.1(z)(i).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Variable Rate Transaction</u>&#8221; shall have the meaning ascribed to such term in Section 4.20(b).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Warrant Purchase Price</u>&#8221; shall have the meaning ascribed to such term in Section 2.1(b).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Warrant Shares</u>&#8221; means the shares of Common Stock issuable upon exercise of the Warrants.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">&#8220;<u>Warrants</u>&#8221; means, collectively, the Pre-Funded Warrants and the Traditional Warrants.</div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">ARTICLE II.<br>
      PURCHASE AND SALE</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">2.1&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Closing</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(a)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate (i) 426,000 shares of Common Stock, (ii) Pre-Funded
      Warrants exercisable for an aggregate of 1,154,000 shares of Common Stock, and (iii) Traditional Warrants exercisable for an aggregate of 1,580,000 shares of Common Stock, and each Underwriter agrees to purchase, severally and not jointly, at the
      Closing, the following securities of the Company:</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(i)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;the number of shares of Common Stock (the &#8220;<u>Closing Shares</u>&#8221;) set forth opposite the name of such Underwriter on <u>Schedule I</u> hereof;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(ii)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Pre-Funded Warrants to purchase up to the number of shares of Common Stock set forth opposite the name of such Underwriter on <u>Schedule I</u>
      hereof, which shall have an exercise price equal to $0.01 (subject to adjustment therein) (collectively, with the Traditional Warrants delivered at Closing, the &#8220;<u>Closing Warrants</u>&#8221; and, collectively with the Closing Shares, the &#8220;<u>Closing
        Securities</u>&#8221;)<u>;</u> and</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(iii)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Traditional Warrants to purchase up to the number of shares of Common Stock and shares underlying the Pre-Funded Warrants set forth opposite the
      name of such Underwriter on <u>Schedule I</u> hereof, which shall have an exercise price of $8.19 (subject to adjustment as provided therein).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(b)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;The aggregate purchase price for the Closing Securities shall equal the amount set forth opposite the name of such Underwriter on <u>Schedule I</u>
      hereto (the &#8220;<u>Closing Purchase Price</u>&#8221;). The combined purchase price for one Closing Share and a Traditional Warrant to purchase one Warrant Share shall be $5.8905, which shall be allocated as <font style="font-weight: bold;">$</font>5.88115
      per Closing Share (the &#8220;<u>Share Purchase Price</u>&#8221;), and $0.00935 per Traditional Warrant (the &#8220;<u>Warrant Purchase Price</u>&#8221;). The combined purchase price for one Pre-Funded Warrant and a Traditional Warrant to purchase one Warrant Share shall be
      $5.8805, which shall be allocated as $5.87115 per Pre-Funded Warrant, and $0.00935 per Traditional Warrant.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(c)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;On the Closing Date, each Underwriter shall deliver or cause to be delivered to the</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">6</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">Company, via wire transfer through the Representative, immediately available funds equal to such Underwriter&#8217;s Closing Purchase Price and the Company shall deliver to, or as directed by, such
      Underwriter its respective Closing Securities and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing
      shall occur at the offices of EGS or such other location as the Company and Representative shall mutually agree. The Public Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (the
      &#8220;<u>Offering</u>&#8221;).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(d)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;The Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered by a Holder (as defined in the
      Pre-Funded Warrants) on or prior to 12:00 p.m. (New York City time) on the Closing Date, which Notice(s) of Exercise may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares (as defined
      in the Pre-Funded Warrants) subject to such notice(s) to the Holder by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants). The Company acknowledges
      and agrees that the Holders are third-party beneficiaries of this covenant of the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">2.2&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Over-Allotment Option</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(a)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is hereby granted an
      option (the &#8220;<u>Over-Allotment Option</u>&#8221;) to purchase, in the aggregate, up to 237,000 shares of Common Stock (the &#8220;<u>Option Shares</u>&#8221;) and Traditional Warrants to purchase up to 237,000 shares of Common Stock (the &#8220;<u>Option Warrants</u>&#8221; and,
      collectively with the Option Shares, the &#8220;<u>Option Securities</u>&#8221;) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(b)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase
      Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the
      aggregate purchase price to be paid on an Option Closing Date, the &#8220;<u>Option Closing Purchase Price</u>&#8221;).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(c)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the
      Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted
      hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option
      Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an &#8220;<u>Option Closing Date</u>&#8221;), which will not be later than the earlier of 45 days after the Execution Date and (ii) two (2) full Business
      Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed
      upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the
      Company will become obligated to</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">7</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants
      specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">2.3&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Deliveries</u>. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following:</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(a)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered
      via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(b)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust
      Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(c)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;At the Closing Date, legal opinions of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter,
      in customary form reasonably acceptable to the Representative, and as to each Option Closing Date, if any, bring-down opinions from Company Counsel in form and substance reasonably satisfactory to the Representative and, with respect to the
      Subsidiaries, the favorable opinions of foreign legal counsel to the Company addressed to the Underwriters and in form and substance satisfactory to counsel for the Representative;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(d)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Contemporaneously with the execution of this Agreement, a cold comfort letter, addressed to the Underwriters and in form and substance
      satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(e)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;On the Closing Date and on each Option Closing Date, a duly executed and delivered certificate of the Chief Executive Officer and Chief Financial
      Officer of the Company, in customary form reasonably acceptable to the Representative;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(f)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;On the Closing Date and on each Option Closing Date, the duly executed and delivered certificate of the Secretary of the Company, in customary
      form reasonably acceptable to the Representative;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(g)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Contemporaneously herewith, the Lock-Up Agreements, duly executed and delivered by the Lock-Up Parties; and</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(h)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Such other certificates, opinions or documents as the Representative may have reasonably requested.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">2.4&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Closing Conditions</u>. The respective obligations of each Underwriter hereunder in connection with the Closing and each Option Closing Date are subject to the
      following conditions being met:</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(a)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;the accuracy in all material respects when made and on the date in question (other than representations and warranties of the Company already
      qualified by materiality, which shall</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">8</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">be true and correct in all respects) of the representations and warranties of the Company contained herein (unless as of a specific date therein);</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(b)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;all obligations, covenants and agreements of the Company required to be performed at or prior to the date in question shall have been performed;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(c)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;the delivery by the Company of the items set forth in Section 2.3 of this Agreement;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(d)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;the Registration Statement shall be effective on the date of this Agreement and at each of the Closing Date and each Option Closing Date, if any,
      no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the
      Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(e)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;by the Execution Date, if required by FINRA, the Underwriters shall have received a notice of no objections from FINRA as to the amount of
      compensation allowable or payable to and the terms and arrangements for acting as the Underwriters as described in the Registration Statement;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(f)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;the Closing Shares, the Option Shares and the Warrant Shares have been approved for listing on the Trading Market; and</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(g)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no material adverse change or development
      involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the General
      Disclosure Package and Prospectus; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Affiliate of the Company before or by any court or federal or state commission, board or other
      administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the
      General Disclosure Package and Prospectus; (iii) no stop order applicable to the Company shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; (iv) the Company has not
      incurred any material liabilities or obligations, direct or contingent, nor has it entered into any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein; (v) the
      Company has not paid or declared any dividends or other distributions of any kind on any class of its capital stock; (vi) the Company has not altered its method of accounting; and (vii) the Registration Statement, the General Disclosure Package and
      the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder and shall conform in all material
      respects to the requirements of the Securities Act and the rules and regulations thereunder, and neither the Registration Statement, the General Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue
      statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">If any of the conditions specified in this Section 2.4 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written
      statements or letters furnished to</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">9</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">the Representatives or to Representative&#8217;s counsel pursuant to this Section 2.4 shall not be reasonably satisfactory in form and substance to the Representative and to Representative&#8217;s counsel, all
      obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall
      be confirmed promptly thereafter in writing.</div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">ARTICLE III.<br>
      REPRESENTATIONS AND WARRANTIES</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">3.1&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Representations and Warranties of the Company</u>. Except as set forth in the SEC Reports or the Disclosure Schedules, which SEC Reports or Disclosure Schedules
      shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the SEC Reports or the corresponding section of the Disclosure Schedules, the Company represents and warrants to
      the Underwriters as of the Execution Date, as of the Closing Date and as of each Option Closing Date, if any, as follows:</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(a)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Subsidiaries</u>. All of the Subsidiaries of the Company are set forth on <u>Schedule&#160; 3</u>.<u>1(a</u>). The Company owns, directly or
      indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and
      free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(b)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Organization and Qualification</u>. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
      existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
      Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly
      qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to
      be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on
      the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company&#8217;s ability to perform in any material respect on a
      timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a &#8220;<u>Material Adverse Effect</u>&#8221;) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
      curtail such power and authority or qualification.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(c)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Authorization; Enforcement</u>. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
      contemplated by this Agreement and each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction
      Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of
      Directors or the Company&#8217;s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which the</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">10</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute
      the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
      general application affecting enforcement of creditors&#8217; rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and
      contribution provisions may be limited by Applicable Law.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(d)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>No Conflicts</u>. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a
      party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company&#8217;s or any Subsidiary&#8217;s certificate or articles
      of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of
      the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,
      Credit Facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or
      affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any Applicable Law or other restriction of any court or Governmental Authority to which the Company or a Subsidiary is subject (including federal and
      state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a
      Material Adverse Effect.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(e)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Filings</u>,<u> Consents and Approvals</u>. The Company is not required to obtain any consent, waiver, authorization or order of, give any
      notice to, or make any filing or registration with, any court or other federal, state, local or other Governmental Authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
      than: (i) the filing with the Commission of the Prospectus, (ii) such filings as are required to be made under applicable state securities laws and (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant
      Shares for trading thereon in the time and manner required thereby (collectively, the &#8220;<u>Required Approvals</u>&#8221;).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(f)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Registration Statement</u>. The Company has filed with the Commission the Registration Statement, including any related Preliminary Prospectus
      or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in conformity with the requirements of the Securities Act and the rules and regulations of the Commission
      under the Securities Act. The registration of the Common Stock under the Exchange Act has been declared effective by the Commission on the date hereof. Copies of such Registration Statement and of each amendment thereto, if any, including the related
      Preliminary Prospectuses, heretofore filed by the Company with the Commission have been delivered to the Underwriters. The term &#8220;<u>Registration Statement</u>&#8221; means such registration statement on Form F-1 (File No. 333-232851), as amended, as of the
      relevant Effective Date, including financial statements, all exhibits and any information deemed to be included or incorporated by reference therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Securities
      Act and the rules and regulations thereunder, as applicable. If the Company files a registration statement to register a portion of the Securities and relies on Rule 462(b) of the Securities Act and the rules and regulations thereunder for such</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">11</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">registration statement to become effective upon filing with the Commission (the &#8220;<u>Rule 462 Registration Statement</u>&#8221;), then any reference to the &#8220;Registration Statement&#8221;
      shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The term &#8220;<u>Preliminary Prospectus</u>&#8221; as used herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Securities Act and
      the rules and regulations thereunder as included at any time as part of, or deemed to be part of or included in, the Registration Statement. The term &#8220;<u>Prospectus</u>&#8221; means the final prospectus in connection with this Offering as first filed with
      the Commission pursuant to Rule 424(b) of the Securities Act and the rules and regulations thereunder or, if no such filing is required, the form of final prospectus included in the Registration Statement at the Effective Date, except that if any
      revised prospectus or prospectus supplement shall be provided to the Representative by the Company for use in connection with the Securities which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is
      required to be filed by the Company pursuant to Rule 424(b)), the term &#8220;Prospectus&#8221; shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Representative for such
      use. Any reference herein to the terms &#8220;amend&#8221;, &#8220;amendment&#8221; or &#8220;supplement&#8221; with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include: (i) the filing of any document under the
      Exchange Act after the Effective Date, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and (ii) any such document so filed. All references in this Agreement to the
      Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis
      and Retrieval System (&#8220;EDGAR&#8221;). The term &#8220;<u>General Disclosure Package</u>&#8221;<u>&#160;</u>means, collectively, the Permitted Free Writing Prospectus(es) (as defined below) issued at or prior to the date hereof, the most recent preliminary prospectus
      related to this offering, and the information included on <u>Schedule 3</u>.<u>1(f</u>) hereto.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(g)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Issuance of Securities</u>. The Public Securities are duly authorized and, when issued and paid for in accordance with the applicable
      Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares are duly authorized and, when issued in accordance with the terms of the Warrants, will be
      validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the
      Warrants. The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. All corporate action required to be taken for the authorization,
      issuance and sale of the Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(h)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Capitalization</u>. The capitalization of the Company as of the date hereof is as set forth on <u>Schedule 3.1(h)</u>, which <u>Schedule
        3.1(h)</u> shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth on <u>Schedule 3.1(h)</u>, the Company has not issued any capital stock
      since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company&#8217;s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company&#8217;s
      employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal,
      preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on <u>Schedule 3</u>.<u>1(h</u>) and as a result</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">12</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating
      to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments,
      understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Other than as set forth on <u>Schedule 3</u>.<u>1(h</u>),


      the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Underwriters) and will not result in a right of any holder of Company securities
      or instruments to adjust the exercise, conversion, exchange or reset price under any such securities or instruments. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar
      provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation
      rights or &#8220;phantom stock&#8221; plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all
      federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects
      to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company&#8217;s securities were at all relevant times either registered under the Securities Act and
      the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any stockholder, the Board of Directors or
      others is required for the issuance and sale of the Securities. Other than as set forth on <u>Schedule 3.1(h)</u>, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company&#8217;s capital stock to
      which the Company is a party or, to the knowledge of the Company, between or among any of the Company&#8217;s stockholders.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(i)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>SEC Reports; Financial Statements</u>. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
      by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by Applicable Law to file such
      material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the &#8220;<u>SEC Reports</u>&#8221;) on a timely basis or has received a
      valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and
      the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material
      respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted
      accounting principles applied on a consistent basis during the periods involved (&#8220;GAAP&#8221;), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all
      footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">13</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit
      adjustments. The agreements and documents described in the Registration Statement, the Preliminary Prospectus, the General Disclosure Package, the Prospectus, and the SEC Reports conform in all material respects to the descriptions thereof contained
      therein and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the Preliminary Prospectus, the General Disclosure Package, the Prospectus
      or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by
      which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the General Disclosure Package, the Prospectus or the SEC Reports, or (ii) is material to the Company&#8217;s business, has been duly authorized and validly
      executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company&#8217;s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be
      limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors&#8217; rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that
      the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. None of such agreements or
      instruments has been assigned by the Company, and neither the Company nor, to the best of the Company&#8217;s knowledge, any other party is in default thereunder and, to the best of the Company&#8217;s knowledge, no event has occurred that, with the lapse of
      time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company&#8217;s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any
      existing Applicable Law or order or decree of any Governmental Authority or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and
      regulations.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(j)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Material Changes; Undisclosed Events</u>,<u> Liabilities or Developments</u>. Since the date of the latest audited financial statements
      included within the SEC Reports, except as set forth on <u>Schedule 3.1(j)</u>, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not
      incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company&#8217;s
      financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to
      its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
      stock option plans and the issuance of Common Stock Equivalents as disclosed in the SEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities
      contemplated by this Agreement or as set forth on <u>Schedule 3</u>.<u>1(j</u>), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its
      Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed
      made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or
      incurred any liability or obligation, direct</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">14</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(k)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Litigation</u>. There has not been, and to the knowledge of the Company there is not pending or contemplated, any action, suit, inquiry, notice
      of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, Governmental Authority
      (federal, state, county, local or foreign) (collectively, an &#8220;<u>Action</u>&#8221;). There are no Actions that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could,
      if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of
      violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the
      Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act
      or the Securities Act.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(l)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Labor Relations</u>. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the
      Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company&#8217;s or its Subsidiaries&#8217; employees is a member of a union that relates to such employee&#8217;s relationship with the Company or such Subsidiary, and
      neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive
      officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract
      or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters
      that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours,
      except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with
      Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace <u>(</u>&#8220;<u>Occupational Laws</u>&#8221;)<u>;</u> (B) has received all
      Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval.
      No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company&#8217;s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any
      facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(m)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Compliance</u>. Neither the Company nor any Subsidiary is in default under or in violation of (and no event has occurred that has not been
      waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">15</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">Credit Facility or other indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether
      or not such default or violation has been waived), except as could not have or reasonably be expected to result in a Material Adverse Effect.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(n)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Environmental Laws</u>. Neither the Company nor any of its Subsidiaries is in violation of any applicable international, national, state or
      local convention, law, regulation, order, governmental license, convention, treaty (including those promulgated by the International Maritime Organization) or other requirement relating to pollution or protection of human health or safety (as they
      relate to exposure to Materials of Environmental Concern (as defined below)) or protection of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or protection of natural
      resources, including without limitation, conventions, laws or regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum
      products or other hydrocarbons (collectively, &#8220;<u>Materials of Environmental Concern</u><font style="font-weight: bold;">&#8221;</font>), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or
      handling of Materials of Environmental Concern (collectively, &#8220;<u>Environmental Laws</u><font style="font-weight: bold;">&#8221;</font>), nor has the Company or any Subsidiary received any written communication, whether from a Governmental Authority,
      citizens group, employee or otherwise, that alleges that the Company or any such Subsidiary is in violation of any Environmental Law or governmental license required pursuant to Environmental Law; except, in each case, as would not, individually or
      in the aggregate, have a Material Adverse Effect; (b) there is no claim, action or cause of action filed with a court or Governmental Authority and no investigation, or other action with respect to which the Company or any Subsidiary has received
      written notice alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys&#8217; fees or penalties arising out of, based on or resulting from
      the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any Subsidiary, now or in the past, or from any vessel owned, leased or operated by the Company or any
      Subsidiary, now or in the past (collectively, &#8220;<u>Environmental Claim</u><font style="font-weight: bold;">&#8221;</font>), pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary or any person or entity whose liability
      for any Environmental Claim the Company or any Subsidiary has retained or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, have a Material Adverse Effect; (c) to the knowledge of the Company,
      there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably would be
      expected to result in a violation of any Environmental Law, require expenditures to be incurred pursuant to Environmental Law, or form the basis of an Environmental Claim against the Company, any Subsidiary or against any person or entity whose
      liability for any Environmental Claim the Company or any Subsidiary has retained or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, have a Material Adverse Effect (for the avoidance of
      doubt, the operation of vessels in the ordinary course of business shall not be deemed, by itself, an action, activity, circumstance or condition set forth in this clause (c)); and (d) none of the Company or any Subsidiary is subject to any pending
      proceeding under Environmental Law to which a Governmental Authority is a party and which the Company reasonably believes is likely to result in monetary sanctions of US$100,000 or more. The Company has reasonably concluded that any existing
      compliance and remediation costs and liabilities arising under Environmental Laws and resulting from the business, operations or properties of the Company or any Subsidiary would not, individually or in the aggregate, reasonably be expected to have a
      Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus. In the ordinary course of its business, the Company</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">16</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, in the course of which it
      identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any Authorizations, any related
      constraints on operating activities and any potential liabilities to third parties). No facts or circumstances have come to the Company&#8217;s attention that could result in costs or liabilities that could be expected, individually or in the aggregate, to
      have a Material Adverse Effect.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(o)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Law and Permits</u>. Except as described in the Registration Statement or the Prospectus, the Company and each of the Subsidiaries: (i) is and
      at all times since January 1, 2018 has been in material compliance with all United States (federal, state and local) and foreign statutes, rules, regulations, codes, treaties, or guidance applicable to the Company or the Subsidiaries <u>(</u>&#8220;<u>Applicable


        Laws</u>&#8221;)<u>;</u> (B) since January 1, 2019 has not received any notice of adverse finding, warning letter, untitled letter or other correspondence or notice from any Governmental Authority (as defined below) alleging or asserting noncompliance
      with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws <u>(</u>&#8220;<u>Authorizations</u>&#8221;); (C) since January 1, 2019 has not
      received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority or third party alleging that any product operation or activity is in violation of any Applicable
      Laws or Authorizations and has no knowledge that any such Governmental Authority or third party intends to assert any such claim, litigation, arbitration, action, suit, investigation or proceeding; (D) since January 1, 2019 has not received notice
      that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and the Company has no knowledge that any such Governmental Authority is considering such action; and (E) has filed,
      obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents,
      forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission), except in the case of (A)
      through (E) above, as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. &#8220;<u>Governmental Authority</u>&#8221; means any federal, provincial, state, local, foreign or other governmental,
      quasi-governmental or administrative agency, court or body or any other type of regulatory authority or body, including, without limitation, the NASDAQ Capital Market. The aggregate of all pending legal or governmental proceedings to which the
      Company or any Subsidiary is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement and the Prospectus, including ordinary routine litigation incidental to the business,
      would not result in a Material Adverse Effect.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(p)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Title to Assets</u>. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
      and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens arising under any Credit Facility, (ii) Liens as do not
      materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (iii) Liens for the payment of foreign, federal, state or other taxes, for
      which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by
      them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">17</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(q)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Intellectual Property</u>. The Company and each of its Subsidiaries owns, possesses, or can acquire on reasonable terms, all Intellectual
      Property (as defined below) necessary for the conduct of their respective businesses as now conducted or as described in the Registration Statement and the Prospectus to be conducted. Except as would not result in a Material Adverse Effect, (A) there
      are no rights of third parties to any such Intellectual Property owned by the Company, except as otherwise disclosed to the Agent in writing by the Company prior to the date hereof; (B) to the knowledge of the Company, there is no infringement,
      misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the Company, threatened, action, suit, proceeding or claim by others challenging the Company&#8217;s or any Subsidiary&#8217;s
      rights in or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of
      the Company, the Intellectual Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the knowledge of the Company, threatened action, suit,
      proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (E) there is no pending or, to the knowledge of the
      Company, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of others, and neither the Company nor
      any of the Subsidiaries has received any written notice of such claim; and (F) to the Company&#8217;s knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract, patent
      disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee&#8217;s
      employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries. &#8220;<u>Intellectual Property</u>&#8221; shall mean all patents, patent applications, trade and service
      marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual property.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(r)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Insurance</u>. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
      and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason
      to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(s)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Transactions With Affiliates and Employees</u>. Except as disclosed in the Registration Statement and the Prospectus, none of the officers or
      directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees,
      officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of
      money to or otherwise requiring payments to or from, any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
      trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii)</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">18</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(t)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Sarbanes-Oxley; Internal Accounting Controls</u>. The Company and the Subsidiaries are in compliance with any and all applicable requirements
      of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and
      the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii) transactions are recorded as
      necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management&#8217;s general or specific authorization, and (iv) the recorded
      accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined
      in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the
      Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission&#8217;s rules and forms. The Company&#8217;s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the
      Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the &#8220;<u>Evaluation Date</u>&#8221;). The Company presented in its most recently filed periodic report under the
      Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal
      control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the
      Company and its Subsidiaries.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(u)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Certain Fees</u>. Except as set forth in the Registration Statement, the General Disclosure Package and Prospectus, no brokerage or finder&#8217;s
      fees or commissions are or will be payable by the Company, any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
      contemplated by the Transaction Documents. There are no other arrangements, agreements or understandings of the Company or, to the Company&#8217;s knowledge, any of its stockholders that may affect the Underwriters&#8217; compensation, as determined by FINRA.
      Other than payments to the Underwriters for this Offering, the Company has not made and has no agreements, arrangements or understanding to make any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder&#8217;s fee,
      consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct
      or indirect affiliation or association with any FINRA member, within the 180-day period preceding the initial filing of the Registration Statement through the 90-day period after the Effective Date. None of the net proceeds of the Offering will be
      paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(v)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Investment Company</u>. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities will not be
      or be an Affiliate of, an &#8220;investment company&#8221; within the meaning of the Investment Company Act of 1940, as amended.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">19</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">The Company shall conduct its business in a manner so that it will not become an &#8220;investment company&#8221; subject to registration under the Investment Company Act of 1940, as
      amended.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(w)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Registration Rights</u>. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of
      any securities of the Company or any Subsidiary, other than those rights that have been waived or satisfied.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(x)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Listing and Maintenance Requirements</u>. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
      Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is
      contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in
      compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
      The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other
      established clearing corporation) in connection with such electronic transfer.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(y)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Application of Takeover Protections</u>. The Company and the Board of Directors have taken all necessary action, if any, in order to render
      inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company&#8217;s certificate of incorporation (or similar charter
      documents) or the laws of its state or jurisdiction of incorporation that is or could become applicable as a result of the Underwriters and the Company fulfilling their obligations or exercising their rights under the Transaction Documents.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(z)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Disclosure; 10b-5</u>.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-left: 36pt; margin-bottom: 12pt;">(i)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the
      Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable rules and
      regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
      statements therein not misleading. The Preliminary Prospectus and the Prospectus, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations. The Prospectus,
      as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they
      were made, not misleading. As of its date and the date hereof, the General Disclosure Package did not and does not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not misleading. The representations set forth in this Section 3(z)(i) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon
      information furnished to the Company in writing by the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representative consists of the name of the Underwriters appearing in the
      table under the first paragraph, and the concession figures appearing</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">20</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">in the fourth paragraph, under the caption &#8220;Underwriting&#8221; in the final Prospectus (the &#8220;<u>Underwriter Information</u>&#8221;)</div>
    <div style="text-align: justify; text-indent: 72pt; margin-left: 36pt; margin-bottom: 12pt;">(ii)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;The SEC Reports, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act and the
      Exchange Act, as applicable, and the applicable rules and regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the
      statements therein (with respect to the SEC Reports incorporated by reference in the Prospectus), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the
      Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-left: 36pt; margin-bottom: 12pt;">(iii)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any
      untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-left: 36pt; margin-bottom: 12pt;">(iv)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent,
      individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated
      hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Preliminary Prospectus or Prospectus,
      or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(aa)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>No Integrated Offering</u>. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or
      indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable
      shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(bb)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Solvency</u>. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
      Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company&#8217;s assets exceeds the amount that will be required to be paid on or in respect of the Company&#8217;s existing debts and other liabilities
      (including known contingent liabilities) as they mature, (ii) the Company&#8217;s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account
      the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof as such matters are described in the Registration Statement, and (iii) the current cash
      flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities
      when such amounts are required to be</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">21</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-left: 36pt; margin-bottom: 12pt;">paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in
      respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the
      Closing Date. <u>Schedule 3</u>.<u>1(bb</u>) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. Neither the Company nor
      any Subsidiary is in default with respect to any Indebtedness.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(cc)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Tax Status</u>. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
      Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
      subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate
      for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the
      officers of the Company or of any Subsidiary know of no basis for any such claim. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and
      unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. The term &#8220;taxes&#8221; mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use,
      ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges
      of any kind whatsoever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term &#8220;returns&#8221; means all returns, declarations, reports, statements, and other documents required to be filed in
      respect to taxes. The Company did not qualify as a &#8220;passive foreign investment company&#8221; within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, for its most recently completed taxable year.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(dd)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Foreign Corrupt Practices</u>. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or
      other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made
      any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or
      made by any person acting on its behalf of which the Company is aware) which is in violation of Applicable Law, or (iv) violated in any material respect any provision of FCPA or any foreign equivalent. The Company has taken reasonable steps to ensure
      that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the FCPA or any foreign equivalent.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(ee)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Accountants</u>. To the knowledge and belief of the Company, the Company Auditor (i) is an independent registered public accounting firm as
      required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company&#8217;s Annual Report for the fiscal year ending December 31, 2019.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(ff)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Maritime Representations</u>.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">22</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 72pt; margin-left: 36pt; margin-bottom: 12pt;">(i)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Each of the vessels described in the Registration Statement and the Prospectus as being owned by the Company or any Subsidiary as described
      therein <u>(</u>&#8220;<u>Owned Vessels</u>&#8221;) has been duly and validly registered in the name of a Subsidiary under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity&#8217;s
      title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by the Company or such Subsidiary free and clear of all Liens, except such as are described in the Registration Statement and the
      Prospectus. Each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all Liens and all defects of the title of record except for maritime Liens incurred in the ordinary course and those Liens arising under Credit
      Facilities, each as disclosed in the Registration Statement and the Prospectus.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-left: 36pt; margin-bottom: 12pt;">(ii)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Except as described in the Registration Statement and the Prospectus, neither the Company nor any of its Subsidiaries is a party to any
      memorandum of agreement or option agreement to purchase any vessels.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-left: 36pt; margin-bottom: 12pt;">(iii)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Any vessel currently being built for the Company or any Subsidiary (a &#8220;<u>NewBuild Vessel</u>&#8221;) is disclosed in the Registration Statement or
      the Prospectus. Each applicable Subsidiary has all rights, title and interest as purchaser of each NewBuild Vessel under a shipbuilding contract for such NewBuild Vessels (each, a &#8220;<u>Shipbuilding Contract</u>&#8221;), free of any Liens except for those
      arising under Credit Facilities or as disclosed in the Registration Statement or the Prospectus and all installments which were due to be paid under each Shipbuilding Contract up to and including the date hereof have been duly paid or extended upon
      the mutual consent of the parties to such Shipbuilding Contract and there are no defaults or breaches by the applicable Subsidiary or, to the Company&#8217;s knowledge, by the builder of the applicable NewBuild Vessel, under any Shipbuilding Contract, in
      any such case which would permit the builder to terminate such Shipbuilding Contract or entitle the builder to delay delivery of the applicable NewBuild Vessel for more than ten (10) days. Each Shipbuilding Contract has been duly authorized and has
      been executed and delivered by the respective parties thereto, and the Company has no reason to believe that such agreements do not constitute valid and binding agreements of each such party enforceable in all material respects against each such
      party in accordance with its terms.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-left: 36pt; margin-bottom: 12pt;">(iv)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the
      laws of the jurisdiction in which it is registered, except where such lien or defect of title or record would not result in a Material Adverse Effect.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-left: 36pt; margin-bottom: 12pt;">(v)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Each of the Owned Vessels is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements
      or restrictions imposed, published or promulgated by any Governmental Authority, classification society or insurer applicable to the respective Owned Vessel (collectively, &#8220;<u>Maritime Guidelines</u>&#8221;) and all applicable international, national,
      state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all Environmental Laws), in each case as in effect on the date hereof, except where such failure to be in compliance
      would not result in a Material Adverse Effect. The Company and each applicable Subsidiary are qualified to own or lease, as the case may be, and operate such Owned Vessels under all applicable international, national, state and local conventions,
      laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel&#8217;s flag state, in each case as in
      effect on the date hereof, except where such failure to be so qualified would not result in a Material Adverse Effect.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">23</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 72pt; margin-left: 36pt; margin-bottom: 12pt;">(vi)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Each of the Owned Vessels is classed by a classification society which is a full member of the International Association of Classification
      Societies and such Owned Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(gg)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Stock Option Plans</u>. Each stock option granted by the Company under the Company&#8217;s stock option plan was granted (i) in accordance with the
      terms of the Company&#8217;s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and Applicable Law. No stock option granted
      under the Company&#8217;s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of
      stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(hh)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Office of Foreign Assets Control</u>. Neither the Company nor any Subsidiary nor, to the Company&#8217;s knowledge, any director, officer, agent,
      employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(ii)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>U</u>.<u>S</u>.<u> Real Property Holding Corporation</u>. The Company is not and has never been a U.S. real property holding corporation
      within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Representative&#8217;s request.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(jj)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Bank Holding Company Act</u>. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of
      1956, as amended (the &#8220;<u>BHCA</u>&#8221;) and to regulation by the Board of Governors of the Federal Reserve System (the &#8220;<u>Federal Reserve</u>&#8221;).<u>&#160;</u>Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or
      indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
      Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(kk)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Money Laundering</u>. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
      applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the &#8220;<u>Money


        Laundering Laws</u>&#8221;), and no Action or Proceeding by or before any court or Governmental Authority or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company
      or any Subsidiary, threatened.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(ll)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Board of Directors</u>. The Board of Directors is comprised of the persons set forth under the heading of the Prospectus captioned &#8220;Directors,
      Senior Management and Employees.&#8221; The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the
      Company and the rules of the Trading Market. In addition, at least a majority of the persons serving on the Board of Directors qualify as &#8220;independent&#8221; as defined under the rules of the Trading Market.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">24</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(mm)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>D&amp;O Questionnaires</u>. To the Company&#8217;s knowledge, all information contained in the questionnaires most recently completed by each of the
      Company&#8217;s directors and officers is true and correct in all respects and the Company has not become aware of any information which would cause the information disclosed in such questionnaires become inaccurate and incorrect.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(nn)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>FINRA Affiliation</u>. To the Company&#8217;s knowledge, no officer, director or any beneficial owner of 5% or more of the Company&#8217;s shares of
      Common Stock or Common Stock Equivalents has any direct or indirect affiliation or association with any FINRA member (as determined in accordance with the rules and regulations of FINRA) that is participating in the Offering. Except for securities
      purchased on the open market, no Company Affiliate is an owner of stock or other securities of any member of FINRA. No Company Affiliate has made a subordinated loan to any member of FINRA. No proceeds from the sale of the Securities (excluding
      underwriting compensation as disclosed in the Registration Statement and the Prospectus) will be paid to any FINRA member, any persons associated with a FINRA member or an affiliate of a FINRA member. Except as disclosed in the Prospectus, the
      Company has not issued any warrants or other securities or granted any options, directly or indirectly, to the Representatives or any of the Underwriters named on <u>Schedule I</u> hereto within the 180-day period prior to the initial filing date of
      the Prospectus. Except for securities issued to the Representatives as disclosed in the Prospectus and securities sold by the Representatives on behalf of the Company, no person to whom securities of the Company have been privately issued within the
      180-day period prior to the initial filing date of the Prospectus is a FINRA member, is a person associated with a FINRA member or is an affiliate of a FINRA member. No FINRA member participating in the Offering has a conflict of interest with the
      Company. For this purpose, a &#8220;conflict of interest&#8221; exists when a FINRA member, the parent or affiliate of a FINRA member or any person associated with a FINRA member in the aggregate beneficially own 5% or more of the Company&#8217;s outstanding
      subordinated debt or common equity, or 5% or more of the Company&#8217;s preferred equity. &#8220;FINRA member participating in the Offering&#8221; includes any associated person of a FINRA member that is participating in the Offering, any member of such associated
      person&#8217;s immediate family and any affiliate of a FINRA member that is participating in the Offering. &#8220;Any person associated with a FINRA member&#8221; means (1) a natural person who is registered or has applied for registration under the rules of FINRA and
      (2) a sole proprietor, partner, officer, director, or branch manager of a FINRA member, or other natural person occupying a similar status or performing similar functions, or a natural person engaged in the investment banking or securities business
      who is directly or indirectly controlling or controlled by a FINRA member. When used in this Section 3.1(nn) the term &#8220;affiliate of a FINRA member&#8221; or &#8220;affiliated with a FINRA member&#8221; means an entity that controls, is controlled by or is under common
      control with a FINRA member. The Company will advise the Representative and EGS if it learns that any officer, director or owner of 5% or more of the Company&#8217;s outstanding shares of Common Stock or Common Stock Equivalents is or becomes an affiliate
      or associated person of a FINRA member firm.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(oo)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Consent to Jurisdiction</u>. The Company has the power to submit, and pursuant to Section 7.7 of this Agreement has legally, validly,
      effectively and irrevocably submitted, to the jurisdiction of any federal or state court in the State of New York, County of New York, and has the power to designate, appoint and empower, and pursuant to Section 7.7 of this Agreement has legally,
      validly and effectively designated, appointed and empowered, an agent for service of process in any suit or proceeding based on or arising under this Agreement in any federal or state court in the State of New York.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(pp)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Officers&#8217; Certificate</u>. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or EGS
      shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">25</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">ARTICLE IV.<br>
      OTHER AGREEMENTS OF THE PARTIES</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.1&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Amendments to Registration Statement</u>. The Company has delivered, or will as promptly as practicable deliver, to the Underwriters complete conformed copies of
      the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Prospectus, as amended or supplemented, and the General
      Disclosure Package in such quantities and at such places as an Underwriter reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering
      material in connection with the offering and sale of the Securities other than the Prospectus, the General Disclosure Package and the Registration Statement. The Company shall not file any such amendment or supplement to which the Representative
      shall reasonably object in writing.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.2&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Federal Securities Laws</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(a)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Compliance</u>. During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts
      to comply with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance
      of sales of or dealings in the Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall have occurred as
      a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated
      therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the
      Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Securities Act.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(b)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Exchange Act Registration</u>. For a period of three years from the Execution Date, the Company will use its best efforts to maintain the
      registration of the Common Stock under the Exchange Act. The Company will not deregister the Common Stock under the Exchange Act without the prior written consent of the Representative.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(c)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Free Writing Prospectuses</u>. The Company represents and agrees that it has not made and will not make any offer relating to the Securities
      that would constitute an issuer free writing prospectus, as defined in Rule 433 of the rules and regulations under the Securities Act, without the prior written consent of the Representative. Any such free writing prospectus consented to by the
      Representative is herein referred to as a <font style="font-weight: bold;">&#8220;</font><u>Permitted Free Writing Prospectus</u>.&#8221; The Company represents that it will treat each Permitted Free Writing Prospectus as an &#8220;issuer free writing prospectus&#8221; as
      defined in rule and regulations under the Securities Act, and has complied and will comply with the applicable requirements of Rule 433 of the Securities Act, including timely Commission filing where required, legending and record keeping.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.3&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Delivery to the Underwriters of Prospectuses</u>. The Company will deliver to the Underwriters, without charge, from time to time during the period when the
      Prospectus is required to be delivered under the Securities Act or the Exchange Act such number of copies of each Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto
      becomes effective, deliver to you two original executed Registration Statements,</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">26</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all original executed consents of certified
      experts.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.4&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Effectiveness and Events Requiring Notice to the Underwriters</u>. The Company will notify the Underwriters and holders of the Warrants immediately and confirm
      the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of
      the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv)
      of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the
      happening of any event during the period described in this Section 4.4 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the General Disclosure Package or the Prospectus untrue or that
      requires the making of any changes in the Registration Statement, the General Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or
      any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.5&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Review of Financial Statements</u>. For a period of three (3) years from the Execution Date, the Company, at its expense, shall cause its regularly engaged
      independent registered public accountants to review (but not audit) the Company&#8217;s financial information for its semi-annual report covering the six-month period ended June 30.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.6&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Reports to the Underwriters; Expenses of the Offering</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(a)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Periodic Reports</u>,<u> etc</u>. For a period of three years from the Execution Date, the Company will furnish or make available to the
      Underwriters copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities and also promptly furnish or make available to the Underwriters:
      (i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a
      copy of each Form 6-K prepared and filed by the Company; (iv) a copy of each registration statement filed by the Company under the Securities Act; (v) such additional documents and information with respect to the Company and the affairs of any future
      Subsidiaries of the Company as the Representative may from time to time reasonably request; <font style="font-style: italic;">provided </font>that the Underwriters shall each sign, if requested by the Company, a Regulation FD compliant
      confidentiality agreement which is reasonably acceptable to the Representative in connection with such Underwriter&#8217;s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been delivered
      to the Underwriters pursuant to this Section.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(b)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Transfer Agent</u>. For a period of three (3) years from the Execution Date, the Company shall retain the Transfer Agent or a nationally
      recognized transfer and registrar agent.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(c)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Trading Reports</u>. During such time as the Closing Shares and Warrant Shares are listed on the Trading Market, the Company shall provide to
      the Underwriters, at the Company&#8217;s expense, such reports published by the Trading Market relating to price and trading of such securities, as the Underwriters shall reasonably request.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">27</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(d)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>General Expenses Related to the Offering</u>. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if
      any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the
      registration of the Securities to be sold in the Offering (including the Option Securities) with the Commission; (b) all FINRA Public Offering Filing System fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating
      to the listing of such Closing Shares, Option Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background
      checks of the Company&#8217;s officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of such Securities under the &#8220;blue sky&#8221; securities laws of such states and other foreign jurisdictions as the
      Representative may reasonably designate (including, without limitation, all filing and registration fees and the fees and disbursements of the Representative&#8217;s counsel at Closing); (f) all fees and expenses associated with the i-Deal system and
      NetRoadshow; (g) the costs of all mailing and printing of the Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem
      necessary; (h) the costs of preparing, printing and delivering certificates representing the Securities; (i) fees and expenses of the Transfer Agent for the Securities (including, without limitation, any fees required for same-day processing of any
      instruction letter delivered by the Company); (j) stock transfer taxes, if any, payable upon the transfer of Securities from the Company to the Underwriters; (k) the fees and expenses of the Company&#8217;s accountants; (l) the fees and expenses of the
      Company&#8217;s legal counsel and other agents and representatives; and (m) the legal fees and expenses of the Representative with a limitation of an aggregate amount of $75,000 for an offering of up to $7 million and $90,000 for an offering of more than
      $7 million.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.7&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Application of Net Proceeds</u>. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application described
      under the caption &#8220;Use Of Proceeds&#8221; in the Prospectus.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.8&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Delivery of Earnings Statements to Security Holders</u>. The Company will make generally available to its security holders as soon as practicable, but not later
      than the first day of the sixteenth full calendar month following the Execution Date, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Securities Act or the
      rules and regulations under the Securities Act, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act) covering a period of at least twelve consecutive months beginning after the Execution Date. The Form 20-F
      filed with the Commission pursuant to its EDGAR system shall fulfill the requirements of this Section 4.8.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.9&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Stabilization</u>. Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative) has
      taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of
      the Company to facilitate the sale or resale of the Securities.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.10&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Internal Controls</u>. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are
      executed in accordance with management&#8217;s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii)
      access to assets is permitted only in accordance with management&#8217;s general or specific</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">28</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.11&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Accountants</u>. For a period of three (3) years from the Effective Date, the Company shall continue to retain the Auditor or another nationally recognize
      independent registered public accounting firm with experience in the maritime industry.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.12&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>FINRA</u>. The Company shall advise the Underwriters (who shall make an appropriate filing with FINRA) if it is aware that any officer, director, 5% or greater
      shareholder of the Company or Person that received the Company&#8217;s unregistered equity securities in the past 180 days is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination of this Agreement or
      the conclusion of the distribution of the Offering.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.13&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>No Fiduciary Duties</u>. The Company acknowledges and agrees that the Underwriters&#8217; responsibility to the Company is solely contractual and commercial in nature,
      based on arms-length negotiations and that neither the Underwriters nor their affiliates or any selected dealer shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in
      connection with the Offering and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the
      Offering that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the shares and the Underwriters have no obligation to disclose, or account to the Company for, any of
      such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.14&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Warrant Shares</u>. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance of the
      Warrant Shares or if the Warrant is exercised via cashless exercise at a time when such Warrant Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, the Warrant Shares issued pursuant to any such exercise shall be
      issued free of all restrictive legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available
      for the sale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement
      is effective again and available for the sale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any holder thereof to sell, any of the Warrant Shares in compliance with
      applicable federal and state securities laws).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.15&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Board Composition and Board Designations</u>. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall
      composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the listing requirements of the Trading Market and (ii) if applicable, at least one member of the Board of Directors
      qualifies as a &#8220;financial expert&#8221; as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.16&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Securities Laws Disclosure; Publicity</u>. At the request of the Representative, by 9:00 a.m. (New York City time) on the date hereof, the Company shall issue a
      press release disclosing the material terms of the Offering. The Company and the Representative shall consult with each other in issuing any other press releases with respect to the Offering, and neither the Company nor any Underwriter shall issue
      any such press release nor otherwise make any such public statement without the prior consent of the</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">29</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">Company, with respect to any press release of such Underwriter, or without the prior consent of such Underwriter, with respect to any press release of the Company, which consent shall not
      unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. The Company will not issue press
      releases or engage in any other publicity, without the Representative&#8217;s prior written consent, for a period ending at 5:00 p.m. (New York City time) on the first business day following the 10th day following the Closing Date, other than normal and
      customary releases issued in the ordinary course of the Company&#8217;s business.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.17&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Shareholder Rights Plan</u>. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Underwriter of the
      Securities is an &#8220;Acquiring Person&#8221; under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the
      Company, or that any Underwriter of Securities could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.18&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Reservation of Common Stock</u>. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free
      of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Option Shares pursuant to the Over-Allotment Option and Warrant Shares pursuant to any exercise of the Warrants.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.19&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Listing of Common Stock</u>. The Common Stock has been approved for trading on the Trading Market. The Company agrees to use its commercial best efforts to
      effect and maintain the trading of the Common Stock on the Trading Market for at least three (3) years after the Closing Date.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.20&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Subsequent Equity Sales</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(a)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;From the date hereof until ninety (90) days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement
      to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents without the prior written consent of the Representative.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(b)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;From the date hereof until ninety (90) days after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement
      to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. &#8220;<u>Variable Rate Transaction</u>&#8221;<u>&#160;</u>means a transaction in
      which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or
      exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or
      exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the
      market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. Any Underwriter shall be
      entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(c)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Notwithstanding the foregoing, this Section 4.20 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall
      be an Exempt Issuance.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">30</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.21&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Capital Changes</u>. Until sixty (60) days after the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the
      Common Stock without the prior written consent of the Representative, which consent shall not be unreasonably withheld.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">4.22&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Research Independence</u>. The Company acknowledges that each Underwriter&#8217;s research analysts and research departments, if any, are required to be independent
      from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriter&#8217;s research analysts may hold and make statements or investment recommendations and/or publish research reports
      with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with
      respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by
      such Underwriter&#8217;s investment banking divisions. The Company acknowledges that the Representative is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or
      the account of its customers and hold long or short position in debt or equity securities of the Company.</div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">ARTICLE V.<br>
      DEFAULT BY UNDERWRITERS</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities or Option Securities, as the
      case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting
      Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the
      Closing Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase
      the Closing Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities or Option Securities, as the case may be, with respect to
      which such default shall occur does not exceed 10% of the Closing Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Securities
      or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the
      aggregate number of Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Securities or Option Securities, as the case may be, covered hereby, the Company or the
      Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Article VI hereof. In the event of a default by any Underwriter or
      Underwriters, as set forth in this Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may
      determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. The term &#8220;Underwriter&#8221; includes any person substituted for a defaulting Underwriter. Any action taken under this Section shall
      not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.</div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">ARTICLE VI.<br>
      INDEMNIFICATION</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">31</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">6.1&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Indemnification of the Underwriters</u>. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Underwriters, and each
      dealer selected by each Underwriter that participates in the offer and sale of the Securities (each a &#8220;<u>Selected Dealer</u>&#8221;) and each of their respective directors, officers and employees and each Person, if any, who controls such Underwriter or
      any Selected Dealer <u>(</u>&#8220;<u>Controlling Person</u>&#8221;) within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited
      to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between such Underwriter and the Company
      or between such Underwriter and any third party or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries,
      arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) any Preliminary Prospectus, if any, the Registration Statement or the Prospectus (as from time to time each may be amended and
      supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities, including any &#8220;road show&#8221; or investor presentations made to investors
      by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Article VI, collectively called &#8220;<u>application</u>&#8221;) executed by the Company or based upon written information
      furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, Trading Market or any securities exchange; or the omission or
      alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance
      upon and in conformity with written information furnished to the Company by the Representative expressly for use in any Preliminary Prospectus, the Registration Statement or Prospectus, or any amendment or supplement thereto, or in any application,
      as the case may be, it being agreed that such written information consists solely of the Underwriter Information. With respect to any untrue statement or omission or alleged untrue statement or omission made in the Preliminary Prospectus, if any, the
      indemnity agreement contained in this Section 6.1 shall not inure to the benefit of an Underwriter to the extent that any loss, liability, claim, damage or expense of such Underwriter results from the fact that a copy of the Prospectus was not given
      or sent to the Person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Securities to such Person as required by the Securities Act and the rules and regulations thereunder, and if the untrue
      statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under this Agreement. The Company agrees promptly to notify each Underwriter
      of the commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in connection with the issue and sale of the Public Securities or in connection with the Registration Statement or
      Prospectus.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">6.2&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Procedure</u>. If any action is brought against an Underwriter, a Selected Dealer or a Controlling Person in respect of which indemnity may be sought against the
      Company pursuant to Section 6.1, such Underwriter, such Selected Dealer or Controlling Person, as the case may be, shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action,
      including the employment and fees of counsel (subject to the reasonable approval of such Underwriter or such Selected Dealer, as the case may be) and payment of actual expenses. Such Underwriter, such Selected Dealer or Controlling Person shall have
      the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter, such Selected Dealer or Controlling Person unless (i) the employment of such counsel at the expense
      of the Company shall have been authorized in writing by the Company in connection with the defense of such action, or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or
      parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">32</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not
      more than one additional firm of attorneys selected by such Underwriter (in addition to local counsel), Selected Dealer and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if any
      Underwriter, Selected Dealer or Controlling Person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">6.3&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Indemnification of the Company</u>. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, officers and
      employees and agents who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company
      to such Underwriter, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement
      thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company by the Representative expressly for use in such Preliminary Prospectus, the Registration Statement or Prospectus or any
      amendment or supplement thereto or in any such application, it being agreed that such written information consists solely of the Underwriter Information. In case any action shall be brought against the Company or any other Person so indemnified based
      on any Preliminary Prospectus, if any, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against such Underwriter, such Underwriter shall have the
      rights and duties given to the Company, and the Company and each other Person so indemnified shall have the rights and duties given to such Underwriter by the provisions of this Article VI. Notwithstanding the provisions of this Section 6.3, no
      Underwriter shall be required to indemnify the Company for any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter. The Underwriters&#8217; obligations in this Section 6.3 to indemnify
      the Company are several in proportion to their respective underwriting obligations and not joint.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">6.4&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Contribution Rights</u>. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) any Person entitled to
      indemnification under this Article VI makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the
      denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Article VI provides for indemnification in such case, or (ii) contribution under the Securities Act, the Exchange Act or
      otherwise may be required on the part of any such Person in circumstances for which indemnification is provided under this Article VI, then, and in each such case, the Company and each Underwriter, severally and not jointly, shall contribute to the
      aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and such Underwriter, as incurred, in such proportions that such Underwriter is responsible for that portion
      represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no Person guilty of a
      fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each director, officer
      and employee of such Underwriter or the Company, as applicable, and each Person, if any, who controls such Underwriter or the Company, as applicable, within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as
      such Underwriter or the Company, as applicable. Notwithstanding the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Securities
      purchased by such Underwriter. The Underwriters&#8217; obligations in this Section 6.4 to contribute are several in proportion to their respective underwriting obligations and not joint.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">33</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">6.5&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Contribution Procedure</u>. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action,
      suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party <u>(</u>&#8220;<u>contributing party</u>&#8221;), notify the contributing party of the commencement thereof, but the failure to so notify the
      contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing
      party or its representative of the commencement thereof within the aforesaid fifteen days, the contributing party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any such
      contributing party shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution without the written consent of such contributing party. The
      contribution provisions contained in this Section 6.5 are intended to supersede, to the extent permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available.</div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">ARTICLE VII.<br>
      MISCELLANEOUS</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.1&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Termination</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(a)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Termination Right</u>. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any
      domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have
      been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other Government Authority having
      jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign
      exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity
      or malicious act which, whether or not such loss shall have been insured, will, in the Representative&#8217;s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its
      representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in
      general market conditions as in the Representative&#8217;s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(b)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Expenses</u>. In the event this Agreement shall be terminated pursuant to Section 7.1(a), within the time specified herein or any extensions
      thereof pursuant to the terms herein, the Company shall be obligated to pay to the Representative its actual and accountable out of pocket expenses related to the transactions contemplated herein then due and payable up to $10,000 (<u>provided</u>, <u>however</u>,
      that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-left: 36pt; margin-bottom: 12pt;">(c)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Indemnification</u>. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this
      Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Article VI shall not be in any way effected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">34</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.2&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Entire Agreement</u>. The Transaction Documents, together with the exhibits and schedules thereto, any Preliminary Prospectus and the Prospectus, contain the
      entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such
      documents, exhibits and schedules. This Agreement supersedes that certain Engagement Agreement, dated June 16, 2019, by and between the Company and the Representative.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.3&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Notices</u>. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed
      given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail attachment at the email address set forth on the signature pages attached hereto at or
      prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail attachment at the e-mail address as set
      forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">nd</sup>) Trading Day following the date of mailing, if sent by U.S. nationally
      recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.4&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Amendments; Waivers</u>. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an
      amendment, by the Company and the Representative. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a
      waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.5&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Headings</u>. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the
      provisions hereof.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.6&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Successors and Assigns</u>. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.7&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Governing Law; Agent for Service of Process</u>. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York
      applicable to agreements made and to be performed entirely in such State, without regard to the conflicts of laws principles thereof. This Agreement may not be assigned by either party without the prior written consent of the other party. This
      Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct
      in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company
      hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such
      suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Company agrees that a final judgment in any such action, proceeding or counterclaim
      brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If either party shall commence an action or</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">35</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney&#8217;s fees and other costs
      and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. In addition to and without limiting the foregoing, the Company has confirms that it has appointed Company Counsel, as its authorized agent (the &#8220;<u>Authorized


        Agent</u>&#8221;) upon whom process may be served in any suit, action or proceeding arising out of or based upon the this Agreement or the Transaction Documents or the transactions contemplated herein which may be instituted in any New York federal or
      state court, by the Agent, the directors, officers, partners, employees and agents of the Agents and each affiliate of the Agent, and expressly accept the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding.
      The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all
      documents that may be necessary to continue such appointment in full force and effect as aforesaid. The Company hereby authorizes and directs the Authorized Agent to accept such service. Service of process upon the Authorized Agent shall be deemed,
      in every respect, effective service of process upon the Company. If the Authorized Agent shall cease to act as agent for service of process, the Company shall appoint, without unreasonable delay, another such agent in the United States, and notify
      you of such appointment. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by the Agent, the directors, officers, partners, employees and agents of the Agent and each respective affiliate of the
      Agent, in any court of competent jurisdiction in the Republic of the Marshall Islands. This paragraph shall survive any termination of this Agreement, in whole or in part.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.8&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Survival</u>. The representations and warranties contained herein shall survive the Closing and the Option Closing, if any, and the delivery of the Securities.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.9&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Execution</u>. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and
      shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
      or by e-mail delivery of a &#8220;.pdf&#8221; format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or &#8220;.pdf&#8221;
      signature page were an original thereof.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.10&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Severability</u>. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or
      unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
      reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.11&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Remedies</u>. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Underwriters and the
      Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
      Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">36</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.12&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Saturdays</u>,<u> Sundays</u>,<u> Holidays</u>,<u> etc</u>. If the last or appointed day for the taking of any action or the expiration of any right required or
      granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.13&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<u>Construction</u>. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
      and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
      every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that
      occur after the date of this Agreement.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">7.14&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;<font style="font-weight: bold;"><u>WAIVER OF JURY TRIAL</u></font><font style="font-weight: bold;">. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT
        BY ANY PARTY AGAINST ANY OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY,
        UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER ANY RIGHT TO TRIAL BY JURY.</font></div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">[Signature Page Follows]</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">37</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this
      letter shall constitute a binding agreement among the Company and the several Underwriters in accordance with its terries.</div>
    <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; text-align: left; color: #000000;" id="z3d837fbef15c47979c7fbdd4daf9df64">

        <tr>
          <td style="width: 50%; vertical-align: top;">&#160;</td>
          <td colspan="2" style="vertical-align: top;">
            <div>Very truly yours,</div>
          </td>
          <td colspan="1" style="width: 20%; vertical-align: top;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50%; vertical-align: top;">&#160;</td>
          <td colspan="2" style="vertical-align: top;">&#160;</td>
          <td colspan="1" style="width: 20%; vertical-align: top;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50%; vertical-align: top;">&#160;</td>
          <td colspan="2" style="vertical-align: top;">
            <div style="font-weight: bold;">TOP SHIPS INC.</div>
            <div style="font-weight: bold;"> <br>
            </div>
            <div style="font-weight: bold;"> <br>
            </div>
          </td>
          <td colspan="1" style="width: 20%; vertical-align: top;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50%; vertical-align: top; padding-bottom: 2px;">&#160;</td>
          <td style="width: 5%; vertical-align: top; padding-bottom: 2px;">
            <div>By</div>
          </td>
          <td style="width: 25%; vertical-align: top; border-bottom: 2px solid rgb(0, 0, 0);">
            <div>
              <div><font style="font-weight: bold;">/s/ </font>Alexandros Tsirikos</div>
            </div>
          </td>
          <td colspan="1" style="width: 20%; vertical-align: top; padding-bottom: 2px;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50%; vertical-align: top;">&#160;</td>
          <td style="width: 5%; vertical-align: top;">&#160;</td>
          <td style="width: 25%; vertical-align: top;">
            <div>Name:&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Alexandros Tsirikos<br>
              Title:&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Chief Financial Officer</div>
          </td>
          <td colspan="1" style="width: 20%; vertical-align: top;">&#160;</td>
        </tr>

    </table>
    <div><br>
    </div>
    <div style="text-align: justify; margin-top: 12pt; margin-bottom: 12pt;">Address for Notice:</div>
    <div style="text-align: justify;">1 Vasil isis Sofias and Megalou Alexandrou Str, 15124, Maroussi, Greece, Attention: Alexandros Tsirikos,</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Facsimile: +30 210 8056441; email: atsirikos@topships.org</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Copy (which shall not constitute notice) to:</div>
    <div style="text-align: justify;">Seward &amp; Kissel LLP, One Battery Park Plaza, New York, New York 10004, Attention: Gary J. Wolfe,</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Esq., Facsimile: (212) 480-8421, Email: wolfe@sewkis.com</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Accepted on the date first above written.</div>
    <div style="text-align: justify; font-weight: bold;">MAXIM GROUP LLC</div>
    <div style="text-align: justify; font-style: italic;">As the Representative of the several</div>
    <div style="text-align: justify; margin-bottom: 30pt; font-style: italic;">Underwriters listed on Schedule I</div>
    <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; text-align: left; color: #000000;" id="z3959cadd4fc2489da0b0335eb0e928e8">

        <tr>
          <td style="width: 6.11%; vertical-align: top; padding-bottom: 2px;">
            <div>By:</div>
          </td>
          <td style="width: 30%; vertical-align: top; border-bottom: 2px solid rgb(0, 0, 0);">
            <div>
              <div><font style="font-weight: bold;">/s/ </font>Clifford A. Teller</div>
            </div>
          </td>
          <td style="width: 64%; vertical-align: top; padding-bottom: 2px;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 6.11%; vertical-align: top;">&#160;</td>
          <td colspan="2" style="vertical-align: top;">
            <div>Name:&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Clifford A. Teller<br>
              Title:&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Executive Managing Director, Investment Banking</div>
          </td>
        </tr>

    </table>
    <div style="text-align: justify; margin-top: 12pt; margin-bottom: 12pt;">Address for Notice:</div>
    <div style="margin-bottom: 12pt;">405 Lexington Avenue, New York, NY I01.74, Attention: Clifford A. Teller, Facsimile: (212) 895-3783,<br>
      email: cteller@maximgrp.com</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Copy (which shall not constitute notice) to:</div>
    <div style="text-align: justify;">Ellenoff Grossman &amp; Schole LLF, 1345 Avenue of the Americas, New York, NY 10105, Attention: Barry</div>
    <div style="text-align: justify; margin-bottom: 12pt;">E. Grossman, Esq., Facsimile: (212) 370-7889, email: bigrossman@egslIp.com</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">SCHEDULE I</div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">SCHEDULE OF UNDERWRITERS</div>
    <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman',Times,serif; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" id="z302f6c34c7a54eb6a6ccc2e58f45713e">

        <tr>
          <td style="width: 24.21%; vertical-align: bottom; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0);">
            <div style="margin-left: 5.75pt; font-weight: bold;">Underwriter</div>
          </td>
          <td style="width: 18.94%; vertical-align: bottom; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0);">
            <div style="margin-left: 10pt; font-weight: bold;">Closing Shares</div>
          </td>
          <td style="width: 18.94%; vertical-align: bottom; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0);">
            <div style="margin-left: 6.7pt; font-weight: bold;">Closing Warrants</div>
          </td>
          <td style="width: 18.95%; vertical-align: top; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0);">
            <div style="text-align: center; font-weight: bold;">Pre-Funded<br>
              Warrants</div>
          </td>
          <td style="width: 18.98%; vertical-align: top; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0); border-right: 2px solid rgb(0, 0, 0);">
            <div style="text-align: center; font-weight: bold;">Closing<br>
              Purchase Price</div>
          </td>
        </tr>
        <tr>
          <td style="width: 24.21%; vertical-align: middle; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0);">
            <div style="margin-left: 5.75pt;">Maxim Group LLC</div>
          </td>
          <td style="width: 18.94%; vertical-align: middle; padding-bottom: 2px; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0);">
            <div style="text-align: right; margin-right: 54.45pt;">426,000</div>
          </td>
          <td style="width: 18.94%; vertical-align: middle; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0);">
            <div style="margin-left: 6.7pt;">1,580,000</div>
          </td>
          <td style="width: 18.95%; vertical-align: middle; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0);">
            <div style="text-align: right; margin-right: 47.45pt;">1,154,000</div>
          </td>
          <td style="width: 18.98%; vertical-align: middle; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0); border-right: 2px solid rgb(0, 0, 0);">
            <div style="text-align: right; margin-right: 27.4pt;">$9,295,450.00</div>
          </td>
        </tr>
        <tr>
          <td style="width: 24.21%; vertical-align: middle; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0);">
            <div style="margin-left: 5.75pt;">Total</div>
          </td>
          <td style="width: 18.94%; vertical-align: middle; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0);">
            <div style="text-align: right; margin-right: 54.45pt;">426,000</div>
          </td>
          <td style="width: 18.94%; vertical-align: middle; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0);">
            <div style="margin-left: 6.7pt;">1,580,000</div>
          </td>
          <td style="width: 18.95%; vertical-align: middle; border-top: 2px solid rgb(0, 0, 0); border-left: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0);">
            <div style="text-align: right; margin-right: 47.45pt;">1,154,000</div>
          </td>
          <td style="width: 18.98%; vertical-align: middle; border-width: 2px; border-style: solid; border-color: rgb(0, 0, 0);">
            <div style="text-align: right; margin-right: 27.4pt;">$9,295,450.00</div>
          </td>
        </tr>

    </table>
    <div style="margin-bottom: 12pt;"><br>
    </div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;"><u>EXHIBIT A</u></div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">FORM OF LOCK-UP AGREEMENT</div>
    <div style="text-align: center; margin-bottom: 12pt;">[attached hereto]</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;"><u>EXHIBIT B-1</u></div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">FORM OF TRADITIONAL WARRANT</div>
    <div style="text-align: center; margin-bottom: 12pt;">[attached hereto]</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 10pt;"><br>
    </div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;"><u>EXHIBIT B-2</u></div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">FORM OF PRE-FUNDED WARRANT</div>
    <div style="text-align: center; margin-bottom: 12pt;">[attached hereto]</div>
  </div>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>d8370793_ex-2.htm
<TEXT>
<html>
  <head>
    <title></title>
    <!-- Licensed to: Seward & Kissel LLP
         Document created using EDGARfilings PROfile 6.0.0.0
         Copyright 1995 - 2019 Broadridge -->
  </head>
<body bgcolor="#ffffff" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; text-align: left; color: #000000;">
  <!--PROfilePageNumberReset%Num%1%%%-->
  <div style="text-align: right;"><font style="font-weight: bold;">Exhibit 2<br>
    </font></div>
  <div><br>
  </div>
  <div>
    <div><br>
    </div>
    <div style="text-align: center; font-weight: bold;">FORM OF COMMON STOCK PURCHASE WARRANT</div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">TOP SHIPS INC.</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Warrant Shares: [&#9679;]</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">THIS COMMON STOCK PURCHASE WARRANT (the &#8220;<u>Warrant</u>&#8221;) certifies that, for value received, _______________ or its assigns (the &#8220;<u>Holder</u>&#8221;) is entitled, upon the terms and
      subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the &#8220;<u>Initial Exercise Date</u>&#8221;) and on or prior to 5:00 p.m. (New York City time) on [___________] (the &#8220;<u>Termination Date</u>&#8221;)
      but not thereafter, to subscribe for and purchase from Top Ships Inc., a Marshall Islands corporation (the &#8220;<u>Company</u>&#8221;), up to _______________ shares (as subject to adjustment hereunder, the &#8220;<u>Warrant Shares</u>&#8221;) of Common Stock.&#160; The
      purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Section 1. <u>Definitions</u>. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Affiliate</u>&#8221; means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as
      such terms are used in and construed under Rule 405 under the Securities Act.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Bid Price</u>&#8221; means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading
      Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
      City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock
      is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
      per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then
      outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Business Days</u>&#8221; means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in
      the State of New York are authorized or required by law or other governmental action to close.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Commission</u>&#8221; means the United States Securities and Exchange Commission.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Common Stock</u>&#8221; means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified
      or changed.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Common Stock Equivalents</u>&#8221; means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
      without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.</div>
    <div><br>
    </div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">1</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Exchan</u>g<u>e Act</u>&#8221; means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Person</u>&#8221; means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any kind.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Re</u>g<u>istration Statement</u>&#8221; means the Company&#8217;s registration statement on Form F-1 (File No. 333-232851), as amended.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Securities Act</u>&#8221; means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Trading Day</u>&#8221; means a day on which the Common Stock is traded on a Trading Market. &#8220;<u>Tradin</u>g <u>Market</u>&#8221; means any of the following markets or exchanges on which
      the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the
      foregoing).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Transfer Agent</u>&#8221; means <font style="background-color: #FFFFFF;">American Stock Transfer &amp; Trust Company LLC</font>, the current transfer agent of the Company with a
      mailing address of <font style="background-color: #FFFFFF;">6201 15th Ave, Brooklyn, NY 11219</font>, a phone number of [&#9679;] and an email address of [&#9679;], and any successor transfer agent of the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Underwriting Agreement</u>&#8221; means the underwriting agreement, dated as of September ___, 2019, by and between the Company and Maxim Group LLC as representative of the
      underwriters named therein, as amended, modified or supplemented from time to time in accordance with its terms.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>VWAP</u>&#8221; means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
      the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.
      (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the
      Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most
      recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the
      Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Warrants</u>&#8221; means this Warrant and other similar Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.</div>
    <div style="margin-bottom: 8pt;">Section 2. <u>Exercise</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">a) <u>Exercise of Warrant</u>. Subject to the provisions of Section 2(e) herein, exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at
      any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the notice of exercise in the form
      annexed hereto and delivery or the proof of delivery within one (1) Trading Day of delivery of</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">2</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 12pt;"><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">such notice of the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier&#8217;s check drawn on a United States bank unless the
      cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise (the notice of exercise along with the delivery of payment or proof of delivery of payment shall be referred to herein as &#8220;<u>Notice of
        Exercise</u>&#8221;).&#160; No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder
      shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant
      to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
      available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
      the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. <font style="font-weight: bold;">The Holder and any
        assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder
        at any given time may be less than the amount stated on the face hereof.</font></div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in
      book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate
      instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder&#8217;s right to elect to receive a Warrant in certificated form, in which
      case this sentence shall not apply.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">b) <u>Exercise Price</u>. The exercise price per share of Common Stock under this Warrant shall be $[&#9679;], subject to adjustment hereunder (the &#8220;<u>Exercise Price</u>&#8221;).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">c) <u>Cashless Exercise</u>. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for
      the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a &#8220;cashless exercise&#8221; in which the Holder shall be entitled to receive a number of Warrant Shares equal to the
      quotient obtained by dividing [(A-B) (X)] by (A), where:</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and
      delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of &#8220;regular trading hours&#8221; (as defined in Rule 600(b)(64) of
      Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of
      the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder&#8217;s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during &#8220;regular trading hours&#8221; on a Trading Day and is
      delivered within two (2) hours thereafter (including until two (2) hours after the close of &#8220;regular trading hours&#8221; on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of
      such Notice of Exercise is a Trading Day and such Notice of Exercise is</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">3</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">both executed and delivered pursuant to Section 2(a) hereof after the close of &#8220;regular trading hours&#8221; on such Trading Day;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(B) = the Exercise Price of this Warrant, as adjusted hereunder; and</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash
      exercise rather than a cashless exercise.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">In addition, a cashless exercise may occur during the period beginning from the earlier of (i) thirty (30) days from the effective date of the Registration Statement (the &#8220;<u>Effective
        Date</u>&#8221;), and (ii) the Trading Day on which the aggregate trading volume of the Common Stock since the execution of the Underwriting Agreement is equal to more than three times (3x) the sum of: (A) the number shares of Common Stock offered
      pursuant to the Registration Statement plus (B) the number shares of Common Stock underlying pre-funded warrants offered pursuant to the Registration Statement (the &#8220;<u>Cashless Period</u>&#8221;), if the VWAP of the Common Stock on any Trading Day during
      the Cashless Period fails to exceed the Exercise Price in effect as of the date hereof (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar events).&#160; In such event, in lieu of the formula,
      the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to any given Notice of Exercise electing to effect a cashless exercise shall equal the product of (x) the aggregate number of Warrant Shares that would be issuable
      upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 0.7.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares
      shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">d) <u>Mechanics of Exercise</u>.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">i. <u>Delivery of Warrant Shares Upon Exercise</u>. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by
      crediting the account of the Holder&#8217;s or its designee&#8217;s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (&#8220;<u>DWAC</u>&#8221;) if the Company is then a participant in such system and either (A) there
      is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate,
      registered in the Company&#8217;s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the
      date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising
      the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the &#8220;<u>Warrant Share Delivery Date</u>&#8221;). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have
      become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a
      cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver
      to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
      (based on the VWAP of</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">4</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to
      accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this
      Warrant remains outstanding and exercisable. As used herein, &#8220;<u>Standard Settlement Period</u>&#8221; means the standard settlement period, expressed in a number of Trading Days, on the Company&#8217;s primary Trading Market with respect to the Common Stock as
      in effect on the date of delivery of the Notice of Exercise.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">ii. <u>Delivery of New Warrants Upon Exercise</u>. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this
      Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other
      respects be identical with this Warrant.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">iii. <u>Rescission Ri</u>g<u>hts</u>. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant
      Share Delivery Date, then the Holder will have the right to rescind such exercise.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">iv. <u>Compensation for Buy-In on Failure to Timely Deliver Warrant Shares U</u>p<u>on Exercise</u>. In addition to any other rights available to the Holder, if the Company
      fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely
      due to any action or inaction by the Holder with respect to such exercise including the Holder&#8217;s inability to deliver the Exercise Price pursuant to Section 2(a) above), and if after such date the Holder is required by its broker to purchase (in an
      open market transaction or otherwise) or the Holder&#8217;s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a &#8220;<u>Bu</u>y<u>-In</u>&#8221;),
      then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder&#8217;s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at
      the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of
      shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with
      respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.
      The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder&#8217;s right to pursue any
      other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company&#8217;s failure to timely deliver shares of Common Stock upon exercise of the
      Warrant as required pursuant to the terms hereof.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">v. <u>No Fractional Shares or Scri</u>p. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a
      share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">5</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">vi. <u>Charges, Taxes and Expenses</u>. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in
      respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; p<u>rovided</u>,
      <u>however</u>, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and
      the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all
      fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">vii. <u>Closing of Books</u>. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms
      hereof.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">e) <u>Holder&#8217;s Exercise Limitations</u>. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this
      Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder&#8217;s Affiliates, and any other Persons acting as
      a group together with the Holder or any of the Holder&#8217;s Affiliates (such Persons, &#8220;<u>Attribution Parties</u>&#8221;)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
      number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being
      made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
      exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation
      contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section
      13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and
      the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other
      securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be
      the Holder&#8217;s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to
      the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with
      Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of
      Common Stock as reflected in (A) the Company&#8217;s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the
      Transfer</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">6</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the
      Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by
      the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The &#8220;<u>Beneficial Ownership Limitation</u>&#8221; shall be 4.99% of the number of shares of the Common Stock
      outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this
      Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant
      held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this
      paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial
      Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Section 3. <u>Certain Adjustments</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">a) <u>Stock Dividends and Splits</u>. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions
      on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant),
      (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of
      shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any)
      outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately
      adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to
      receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">b) <u>Subsequent Ri</u>g<u>hts Offerings</u>. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock
      Equivalents or rights to purchase stock, warrants, securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (the &#8220;<u>Purchase Ri</u>g<u>hts</u>&#8221;), then the Holder will be
      entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant
      (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
      record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder&#8217;s right to participate in any such Purchase
      Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">7</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such
      Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">c) <u>Pro Rata Distributions</u>. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or
      rights to acquire its assets) to all (or substantially all) of holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way
      of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a &#8220;<u>Distribution</u>&#8221;), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled
      to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on
      exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of
      Common Stock are to be determined for the participation in such Distribution (p<u>rovided</u>, <u>however</u>, to the extent that the Holder&#8217;s right to participate in any such Distribution would result in the Holder exceeding the Beneficial
      Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such
      Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">d) <u>Fundamental Transaction</u>. Other than the issuance of securities in connection with the Company&#8217;s public offering pursuant to which this Warrant is being issued, if at
      any time while this Warrant is outstanding (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects
      any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer
      (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the
      outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common
      Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
      (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock
      (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each
      a &#8220;<u>Fundamental Transaction</u>&#8221;), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such
      Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the
      surviving corporation, and any additional consideration (the &#8220;<u>Alternate Consideration</u>&#8221;) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
      immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">8</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the
      amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
      value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to
      the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined
      below) shall, at the Holder&#8217;s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction),
      purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; <u>provided</u>, <u>however</u>,
      if the Fundamental Transaction is not within the Company&#8217;s control for purposes of GAAP, including not approved by the Company&#8217;s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of
      consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined below) of the unexercised portion of this Warrant, that is being offered and paid to the holders
      of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among
      alternative forms of consideration in connection with the Fundamental Transaction.&#160; &#8220;<u>Black Scholes Value</u>&#8221; means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the &#8220;OV&#8221; function on Bloomberg, L.P. (&#8220;<u>Bloomberg</u>&#8221;)
      determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public
      announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day
      annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per
      share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental
      Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction, and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the
      Termination Date. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within five Business Days of the Holder&#8217;s election (or, if later, on the effective date of the
      Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the &#8220;<u>Successor Entity</u>&#8221;) to assume in writing all of the obligations of the Company under this Warrant
      in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in
      exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor
      Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an
      exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
      stock, such number of shares of capital stock and such</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">9</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in
      form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant
      referring to the &#8220;Company&#8221; shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity
      had been named as the Company herein. For the avoidance of doubt, if at any time while this Warrant is outstanding, a Fundamental Transaction occurs, pursuant to the terms of this Section 3(d), the Holder shall not be entitled to receive more than
      one of (i) the consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction, (ii) an amount of cash
      equal to the Black Scholes Value of the remaining unconverted portion of this Warrant on the date of the consummation of such Fundamental Transaction, or (iii) the assumption by the Successor Entity of all of the obligations of the Company under this
      Warrant and the option to receive a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">e) [Reserved.]</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">f) <u>Calculations</u>. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this
      Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">g) <u>Notice to Holder</u>.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">i. <u>Ad</u>j<u>ustment to Exercise Price</u>. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the
      Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">ii. <u>Notice to Allow Exercise by Holder</u>. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company
      shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of
      any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or
      substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
      or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at
      least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice (unless such information is filed with the Commission, in which case a notice shall not be required) stating (x) the date on which a
      record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
      redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders
      of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">10</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the
      validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company
      shall simultaneously file such notice with the Commission pursuant to a Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such
      notice except as may otherwise be expressly set forth herein.</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Section 4. <u>Transfer of Warrant</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">a) <u>Transferabilit</u>y. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or
      its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such
      transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such
      instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be
      required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder
      delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">b) <u>New Warrants</u>. If this Warrant is not held in global form through DTC (or any successor depositary), this Warrant may be divided or combined with other Warrants upon
      presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with
      Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.
      All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">c) <u>Warrant Re</u>g<u>ister</u>. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the &#8220;<u>Warrant Register</u>&#8221;) in the
      name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
      purposes, absent actual notice to the contrary.</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Section 5. <u>Miscellaneous</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">a) <u>No Ri</u>g<u>hts as Stockholder Until Exercise; No Settlement in Cash</u>. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a
      stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a &#8220;cashless exercise,&#8221; and to receive the cash
      payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">11</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">b) <u>Loss, Theft, Destruction or Mutilation of Warrant</u>. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
      the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such
      Warrant or stock certificate.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">c) <u>Saturdays, Sundays, Holidays, etc</u>. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a
      Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">d) <u>Authorized Shares</u>.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">i. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty
      of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
      violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
      represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes,
      liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">ii. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of
      incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
      but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
      limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be
      necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
      or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">iii. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company
      shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">e) <u>Governing Law, etc</u>.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">12</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">i. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the
      internal laws of the State of New York, without regard to the principles of conflicts of law thereof.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">ii. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against
      a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably
      submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
      discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an
      inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
      herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action,
      suit or proceeding shall be reimbursed by the other party for their reasonable attorneys&#8217; fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing,
      nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the federal securities laws.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">iii. The Company hereby irrevocably designates and appoints Seward&#160;&amp; Kissel LLP (the &#8220;<u>Process Agent</u>&#8221;) as its authorized agent upon whom process may be served in any
      claim brought against the Company, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents
      to Holder that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further
      agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company in
      any such claim. Nothing herein shall affect the right of Holder, its partners, directors, officers and members, any person who controls Holder within the meaning of Section&#160;15 of the Securities Act or Section&#160;20 of the 1934 Act, or any &#8220;affiliate&#8221;
      (within the meaning of Rule 405 under the Securities Act) of Holder, or the successors and assigns of all of the foregoing persons, to serve process in any other manner permitted by law. Notwithstanding the foregoing, any action arising out of or
      based upon this Warrant may be instituted by Holder, the directors, officers, employees and agents of Holder, or by any person who controls Holder, in any court of competent jurisdiction in the Republic of The Marshall Islands. Nothing contained
      herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company&#8217;s obligations to the Holder, to realize on any collateral or any other
      security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder.<font style="font-weight: bold;">&#160;</font></div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">iv. <font style="font-weight: bold;">THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
        HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.&#160;</font></div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">13</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">f) <u>Restrictions</u>. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless
      exercise, will have restrictions upon resale imposed by state and federal securities laws.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">g) <u>Nonwaiver and Ex</u>p<u>enses</u>. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such
      right or otherwise prejudice the Holder&#8217;s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
      damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys&#8217; fees, including those of appellate proceedings, incurred by the Holder
      in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">h) <u>Notices</u>. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall
      be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 1 Vasilisis Sofias and Megalou Alexandrou Str, 15124, Maroussi, Greece, Attention: Alexandros
      Tsirikos, Facsimile: +30 210 8056441; email: atsirikos@topships.org, or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or
      deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or
      address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
      via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is
      delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following
      the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains,
      material, non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant to a Form 6-K.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">i) <u>Limitation of Liabilit</u>y. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no
      enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by
      creditors of the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">j) <u>Remedies</u>. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of
      its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in
      any action for specific performance that a remedy at law would be adequate.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">k) <u>Successors and Assi</u>g<u>ns</u>. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be
      binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be
      enforceable by the Holder or holder of Warrant Shares.</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">14</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">l) <u>Amendment</u>. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the
      beneficial owner of this Warrant, on the other hand.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">m) <u>Severabilit</u>y. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any
      provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
      of this Warrant.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">n) <u>Headin</u>gs. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.</div>
    <div style="text-align: justify; text-indent: 36pt;">IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.</div>
    <div><br>
    </div>
    <div><br>
    </div>
    <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="zaa517573342b40319228bf04eb4a7b53">

        <tr>
          <td style="width: 50%; vertical-align: bottom;">&#160;</td>
          <td colspan="3" style="vertical-align: bottom;">
            <div style="font-weight: bold;">TOP SHIPS INC.</div>
          </td>
          <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50%; vertical-align: bottom;">&#160;</td>
          <td colspan="3" style="vertical-align: bottom;">&#160;</td>
          <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50%; vertical-align: bottom;">&#160;</td>
          <td colspan="3" style="vertical-align: bottom;">&#160;</td>
          <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50%; vertical-align: bottom;">&#160;</td>
          <td colspan="3" style="vertical-align: bottom;">&#160;</td>
          <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50%; vertical-align: bottom; padding-bottom: 2px;">&#160;</td>
          <td style="width: 5%; vertical-align: bottom; padding-bottom: 2px;">
            <div style="font-size: 12pt;">By:</div>
          </td>
          <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">&#160;</td>
          <td colspan="1" style="width: 20%; vertical-align: bottom; padding-bottom: 2px;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50%; vertical-align: bottom;">&#160;</td>
          <td style="width: 5%; vertical-align: bottom;">&#160;</td>
          <td style="width: 5%; vertical-align: bottom;">
            <div style="font-size: 12pt;">Name:</div>
          </td>
          <td style="width: 20%; vertical-align: bottom;">&#160;</td>
          <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 50%; vertical-align: bottom;">&#160;</td>
          <td style="width: 5%; vertical-align: bottom;">&#160;</td>
          <td style="width: 5%; vertical-align: bottom;">
            <div style="font-size: 12pt;">Title:</div>
          </td>
          <td style="width: 20%; vertical-align: bottom;">&#160;</td>
          <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
        </tr>

    </table>
    <div><br>
    </div>
    <div><br>
    </div>
    <div><br>
    </div>
    <div><br>
    </div>
    <div style="text-align: center;">[Signature Page to Warrant]</div>
    <div><br>
    </div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-weight: normal; font-style: normal;">15</font></div>
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">NOTICE OF EXERCISE</div>
    <div style="text-align: justify; margin-bottom: 12pt;">TO: <font style="font-weight: bold;">TOP SHIPS INC.</font></div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">(1)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
      herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">(2)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Payment shall take the form of (check applicable box):</div>
    <div style="text-align: justify; margin-left: 108pt; margin-bottom: 12pt;">[_] in lawful money of the United States; or</div>
    <div style="text-align: justify; margin-left: 108pt; margin-bottom: 12pt;">[_] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with
      respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">(3)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:</div>
    <div style="text-align: justify; margin-bottom: 12pt;">________________________________</div>
    <div style="text-align: justify; margin-bottom: 12pt;">The Warrant Shares shall be delivered to the following DWAC Account Number:</div>
    <div style="text-align: justify; margin-bottom: 12pt;">________________________________</div>
    <div style="text-align: justify; margin-bottom: 12pt;">________________________________</div>
    <div style="text-align: justify; margin-bottom: 12pt;">________________________________</div>
    <div style="text-align: justify; margin-bottom: 12pt;">[SIGNATURE OF HOLDER]</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Name of Investing Entity: _____________________________________________</div>
    <div style="text-align: justify;">___________________________________________________________________</div>
    <div style="text-align: justify; margin-bottom: 12pt;"><font style="font-style: italic;">Signature of Authorized Signatory of Investing Entity</font>:</div>
    <div style="text-align: justify; margin-bottom: 12pt;">___________________________________________________________________</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Name of Authorized Signatory:</div>
    <div style="text-align: justify; margin-bottom: 12pt;">___________________________________________________________________</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Title of Authorized Signatory:</div>
    <div style="text-align: justify; margin-bottom: 12pt;">___________________________________________________________________</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Date: ______________________________________________________________</div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div style="page-break-after:always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-bottom: 8pt;"><br>
    </div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">ASSIGNMENT FORM</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt; font-style: italic;">(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to</div>
    <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z0e9a4c5b6884493f8c4b485498d0e465">

        <tr>
          <td style="width: 35%; vertical-align: top;">
            <div style="text-align: justify;">Name:</div>
            <div style="text-align: justify;"> <br>
            </div>
            <div style="text-align: justify;">Address:</div>
            <div style="text-align: justify;"> <br>
            </div>
            <div style="text-align: justify;">Phone Number:</div>
            <div style="text-align: justify;"> <br>
            </div>
            <div style="text-align: justify;">Email<br>
              <br>
            </div>
            <div style="text-align: justify;">Address:</div>
            <div style="text-align: justify;"> <br>
            </div>
            <div style="text-align: justify;">Dated: _______________ __, ______</div>
            <div style="text-align: justify;"> <br>
            </div>
            <div style="text-align: justify;">Holder&#8217;s Signature:</div>
            <div style="text-align: justify;"> <br>
            </div>
            <div style="text-align: justify;">Holder&#8217;s Address:</div>
          </td>
          <td style="width: 65%; vertical-align: top;">
            <div style="text-align: justify;">(Please Print)</div>
            <div style="text-align: justify;"> <br>
            </div>
            <div style="text-align: justify;">(Please Print)</div>
            <div style="text-align: justify;"> <br>
            </div>
            <div style="text-align: justify;">_____________________________________</div>
            <div style="text-align: justify;"> <br>
            </div>
            <div style="text-align: justify;">_____________________________________</div>
          </td>
        </tr>

    </table>
    <div><br>
    </div>
    <div><br>
    </div>
  </div>
  <div><br>
  </div>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>d8370793_ex-3.htm
<TEXT>
<html>
  <head>
    <title></title>
    <!-- Licensed to: Seward & Kissel LLP
         Document created using EDGARfilings PROfile 6.0.0.0
         Copyright 1995 - 2019 Broadridge -->
  </head>
<body bgcolor="#ffffff" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; text-align: left; color: #000000;">
  <!--PROfilePageNumberReset%Num%1%%%-->
  <div style="text-align: right;"><font style="font-weight: bold;">Exhibit 3</font><br>
  </div>
  <div><br>
  </div>
  <div><br>
  </div>
  <div>
    <div><br>
    </div>
    <div style="text-align: center; font-weight: bold;">FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT</div>
    <div style="text-align: center; font-weight: bold;">TOP SHIPS INC.</div>
    <div><br>
    </div>
    <div style="margin-bottom: 12pt;">Warrant Shares: [&#9679;]</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the &#8220;<u>Warrant</u>&#8221;) certifies that, for value received, _________ or its assigns (the &#8220;<u>Holder</u>&#8221;) is entitled, upon the terms and subject to
      the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the &#8220;<u>Initial Exercise Date</u>&#8221;) and until this
      Warrant is exercised in full (the &#8220;<u>Termination Date</u>&#8221;) but not thereafter, to subscribe for and purchase from Top Ships Inc., a Marshall Islands corporation
      (the &#8220;<u>Company</u>&#8221;), up to _________ shares (as subject to adjustment hereunder, the &#8220;<u>Warrant
          Shares</u>&#8221;) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Section 1. <u>Definitions</u>. In addition to the
      terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Affiliate</u>&#8221; means any
      Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Bid Price</u>&#8221; means, for
      any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the
      Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
      weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
      reported in the &#8220;Pink Sheets&#8221; published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases,
      the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and
      expenses of which shall be paid by the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Business Da</u>y&#8221; means any
      day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Commission</u>&#8221; means the
      United States Securities and Exchange Commission.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Common Stock</u>&#8221; means the
      common stock of the Company, par value $0.01 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Common Stock Equivalents</u>&#8221;
      means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any
      time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">1</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Exchan</u>g<u>e Act</u>&#8221; means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Person</u>&#8221; means an
      individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Re</u>g<u>istration Statement</u>&#8221; means the Company&#8217;s registration statement on Form F-1 (File No. 333-232851), as amended.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Securities Act</u>&#8221; means
      the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Tradin</u>g <u>Da</u>y&#8221; means a day on which the Common Stock is traded on a Trading Market. &#8220;<u>Trading
          Market</u>&#8221; means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
      Market or the New York Stock Exchange (or any successors to any of the foregoing).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Transfer Agent</u>&#8221; means <font style="background-color: #FFFFFF;">American Stock Transfer &amp; Trust Company LLC</font>, the current transfer agent of the Company with a mailing address of <font style="background-color: #FFFFFF;">6201 15th Ave, Brooklyn, NY 11219</font>, a phone number of [&#9679;] and an email address of [&#9679;], and any successor transfer agent of the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>VWAP</u>&#8221; means, for any
      date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
      date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
      Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the
      Common Stock are then reported in the &#8220;Pink Sheets&#8221; published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or
      (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the
      Company, the fees and expenses of which shall be paid by the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">&#8220;<u>Warrants</u>&#8221; means this
      Warrant and other Pre-Funded Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Section 2. <u>Exercise</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">a) <u>Exercise of Warrant</u>.
      Subject to the provisions of Section 2(e) herein, exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by
      delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the notice of exercise in the form annexed hereto and delivery or the proof of delivery within one (1) Trading Day of delivery of such
      notice of the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier&#8217;s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is
      specified in the applicable Notice of Exercise (the notice of exercise along with the delivery of payment or proof of delivery of payment shall be referred to herein as</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">2</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">&#8220;<u>Notice of Exercise</u>&#8221;). Within the earlier
      of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for
      the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier&#8217;s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of
      Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall
      not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the
      Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
      available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
      the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. <font style="font-weight: bold;">The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
        the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.</font></div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">b) <u>Exercise Price</u>. The
      aggregate exercise price of this Warrant, except for a nominal exercise price of $0.01 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal
      exercise price of $0.01 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate
      exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining unpaid exercise price per share of Common Stock under this Warrant
      shall be $0.01, subject to adjustment hereunder (the &#8220;<u>Exercise Price</u>&#8221;).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">c) <u>Cashless Exercise</u>.
      If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole
      or in part, at such time by means of a &#8220;cashless exercise&#8221; in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of
      Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of
      &#8220;regular trading hours&#8221; (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of
      the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder&#8217;s execution of the applicable Notice of Exercise if such Notice of Exercise is
      executed during &#8220;regular trading hours&#8221; on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of &#8220;regular trading hours&#8221; on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on
      the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">3</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">both executed and delivered pursuant to Section 2(a) hereof after the close of &#8220;regular trading hours&#8221; on such Trading Day;</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(B) = the Exercise Price of this Warrant, as adjusted hereunder; and</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the
      terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with
      Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">d) <u>Mechanics of Exercise</u>.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">i. <u>Delivery of Warrant Shares Upon
          Exercise</u>. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder&#8217;s or its designee&#8217;s balance account with The Depository Trust Company
      through its Deposit or Withdrawal at Custodian system (&#8220;<u>DWAC</u>&#8221;) if the Company is then a participant in such system and either (A) there is an effective
      registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the
      Company&#8217;s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the
      earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard
      Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the &#8220;<u>Warrant Share Delivery Date</u>&#8221;). Upon delivery of the Notice of
      Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that
      payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the
      Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a
      penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th)Trading Day after
      such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in
      the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, &#8220;<u>Standard Settlement Period</u>&#8221; means the standard settlement
      period, expressed in a number of Trading Days, on the Company&#8217;s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of
      Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, dated September [___], 2019 between the Company and Maxim
      Group LLC, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder.</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">4</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">ii. <u>Delivery of New Warrants Upon
          Exercise</u>. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new
      Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">iii. <u>Rescission Ri</u>g<u>hts</u>. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date,
      then the Holder will have the right to rescind such exercise.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">iv. <u>Compensation for Buy-In on
          Failure to Timely Deliver Warrant Shares Upon Exercise</u>. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the
      provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due to any action or inaction by the Holder with respect to such exercise including the Holder&#8217;s
      inability to deliver the Exercise Price pursuant to Section 2(a) above), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder&#8217;s brokerage firm otherwise purchases, shares
      of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a &#8220;<u>Buy-In</u>&#8221;),
      then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder&#8217;s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at
      the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of
      shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with
      respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.
      The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder&#8217;s right to pursue any
      other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company&#8217;s failure to timely deliver shares of Common Stock upon exercise of the
      Warrant as required pursuant to the terms hereof.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">v. <u>No Fractional Shares or Scri</u>p.
      No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its
      election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">vi. <u>Charges, Taxes and Expenses</u>.
      Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such
      Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; p<u>rovided</u>, <u>however</u>, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the
      Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto,</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">5</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees
      required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">vii. <u>Closing of Books</u>.
      The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">e) <u>Holder&#8217;s Exercise Limitations</u>.
      The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as
      set forth on the applicable Notice of Exercise, the Holder (together with the Holder&#8217;s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder&#8217;s Affiliates (such Persons, &#8220;<u>Attribution Parties</u>&#8221;)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common
      Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the
      number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the
      unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
      owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and
      the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
      responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by
      the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder&#8217;s
      determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the
      Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with
      Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of
      Common Stock as reflected in (A) the Company&#8217;s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or a more recent written notice by the Company or the Transfer
      Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then
      outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution
      Parties since the date as of which such number of outstanding shares of Common Stock was reported. The &#8220;<u>Beneficial Ownership Limitation</u>&#8221; shall be 4.99% (or,
      upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The
      Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">6</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding
      immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not
      be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this
      paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The
      limitations contained in this paragraph shall apply to a successor holder of this Warrant.</div>
    <div style="margin-bottom: 8pt;">Section 3. <u>Certain Adjustments</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">a) <u>Stock Dividends and Splits</u>.
      If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common
      Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by
      way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be
      multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock
      outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to
      this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a
      subdivision, combination or re-classification.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">b) <u>Subsequent Ri</u>g<u>hts Offerings</u>. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or
      rights to purchase stock, warrants, securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (the &#8220;<u>Purchase
          Ri</u>g<u>hts</u>&#8221;), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
      the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership
      Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the
      grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder&#8217;s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be
      entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder
      until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">c) <u>Pro Rata Distributions</u>.
      During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to all (or substantially all) of holders of shares of Common Stock, by way of
      return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">7</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a &#8220;<u>Distribution</u>&#8221;), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the
      same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without
      limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for
      the participation in such Distribution (p<u>rovided</u>, <u>however</u>, to the
      extent that the Holder&#8217;s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the
      beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not
      result in the Holder exceeding the Beneficial Ownership Limitation).</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">d) <u>Fundamental Transaction</u>.
      Other than the issuance of securities in connection with the Company&#8217;s public offering pursuant to which this Warrant is being issued, if at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
      transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all
      of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to
      sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
      any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company,
      directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
      another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or
      associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a &#8220;<u>Fundamental Transaction</u>&#8221;),
      then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option
      of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
      consideration (the &#8220;<u>Alternate Consideration</u>&#8221;) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for
      which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall
      be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price
      among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
      in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a
      Fundamental Transaction in which the Company is not the</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">8</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">survivor (the &#8220;<u>Successor Entit</u>y&#8221;) to assume
      in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder prior to such Fundamental
      Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is
      exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on
      the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock
      pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the
      consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
      from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the &#8220;Company&#8221; shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
      obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. For the avoidance of doubt, if, at any time while this Warrant is outstanding, a Fundamental Transaction occurs,
      pursuant to the terms of this Section 3(d), the Holder shall not be entitled to receive more than one of (i) the consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this
      Warrant is exercisable immediately prior to such Fundamental Transaction, or (ii) the assumption by the Successor Entity of all of the obligations of the Company under this Warrant and the option to receive a security of the Successor Entity
      evidenced by a written instrument substantially similar in form and substance to this Warrant.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">e) [Reserved.]</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">f) <u>Calculations</u>. All
      calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
      shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">g) <u>Notice to Holder</u>.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">i. <u>Adjustment to Exercise Price</u>.
      Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
      to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">ii. <u>Notice to Allow Exercise by
          Holder</u>. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
      Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
      in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the
      Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be
      delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">9</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter
      specified, a notice (unless such information is filed with the Commission, in which case a notice shall not be required) stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or
      warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such
      reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the
      Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof
      shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the
      Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the
      event triggering such notice except as may otherwise be expressly set forth herein.</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Section 4. <u>Transfer of Warrant</u>.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">a) <u>Transferability</u>.
      This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form
      attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a
      new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant
      not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,
      in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in
      accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">b) <u>New Warrants</u>. This
      Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder
      or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be
      divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable
      pursuant thereto.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">c) <u>Warrant Re</u>g<u>ister</u>. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the &#8220;<u>Warrant Re</u>g<u>ister</u>&#8221;), in the name of the record Holder hereof from time to time. The Company may deem and treat
      the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.</div>
    <div style="text-align: justify; margin-bottom: 12pt;">Section 5. <u>Miscellaneous</u>.</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">10</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">a) <u>No Rights as Stockholder Until
          Exercise; No Settlement in Cash</u>. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
      set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a &#8220;cashless exercise,&#8221; and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to
      net cash settle a Warrant exercise.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">b) <u>Loss, Theft, Destruction or
          Mutilation of Warrant</u>. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
      Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock
      certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">c) <u>Saturdays, Sundays, Holidays,
          etc</u>. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding
      Business Day.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">d) <u>Authorized Shares</u>.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">i. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized
      and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute
      full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such
      Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be
      issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully
      paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">ii. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action,
      including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder
      as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such
      increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
      reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">11</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">iii. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this
      Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">e) <u>Governing Law, etc</u>.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">i. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be
      governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">ii. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
      such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
      by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any
      provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys&#8217; fees and other costs and expenses incurred with the investigation, preparation and prosecution
      of such action or proceeding. Notwithstanding the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the federal securities laws.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">iii. The Company hereby irrevocably designates and appoints Seward&#160;&amp; Kissel LLP (the &#8220;<u>Process Agent</u>&#8221;) as its authorized agent upon whom process may be served in any claim brought against the Company, it being understood that the designation and appointment of the
      Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company represents to Holder that it has notified the Process Agent of such designation and appointment and that the
      Process Agent has accepted the same. The Company hereby irrevocably authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process Agent and written notice of said service to the
      Company, mailed by first-class mail and delivered to the Process Agent, shall be deemed in every respect effective service of process upon the Company in any such claim. Nothing herein shall affect the right of Holder, its partners, directors,
      officers and members, any person who controls Holder within the meaning of Section&#160;15 of the Securities Act or Section&#160;20 of the 1934 Act, or any &#8220;affiliate&#8221; (within the meaning of Rule 405 under the Securities Act) of Holder, or the successors and
      assigns of all of the foregoing persons, to serve process in any other manner permitted by law. Notwithstanding the foregoing, any action arising out of or based upon this Warrant may be instituted by Holder, the directors, officers, employees and
      agents of Holder, or by any person who controls Holder, in any court of competent jurisdiction in the Republic of The Marshall Islands. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other
      legal action against the Company in any other jurisdiction to collect on the</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">12</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">Company&#8217;s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment
      or other court ruling in favor of the Holder.<font style="font-weight: bold;">&#160;</font></div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">iv. <font style="font-weight: bold;">THE COMPANY
        HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.&#160;</font></div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">f) <u>Restrictions</u>. The
      Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">g) <u>Nonwaiver and Expenses</u>.
      No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder&#8217;s rights, powers or remedies. Without limiting any other provision of this
      Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and
      expenses including, but not limited to, reasonable attorneys&#8217; fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
      hereunder.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">h) <u>Notices</u>. Any and all
      notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized
      overnight courier service, addressed to the Company, at 1 Vasilisis Sofias and Megalou Alexandrou Str, 15124, Maroussi, Greece, Attention: Alexandros Tsirikos, Facsimile:
        +30 210 8056441; email: atsirikos@topships.org, or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be
      provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of such
      Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at
      the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via
      facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of
      mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material,
      non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant to a Form 6-K</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">i) <u>Limitation of Liability</u>.
      No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for
      the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">j) <u>Remedies</u>. The
      Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
      compensation for any loss incurred</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">13</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: justify; margin-bottom: 12pt;">by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action
      for specific performance that a remedy at law would be adequate.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">k) <u>Successors and Assigns</u>.
      Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of
      Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">l) <u>Amendment</u>. This
      Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder, on the other hand.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">m) <u>Severabilit</u>y.
      Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
      be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">n) <u>Headin</u>gs. The
      headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.</div>
    <div style="text-align: justify; text-indent: 36pt;">IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
      above indicated.</div>
    <div style="text-align: justify; text-indent: 36pt;"> <br>
    </div>
    <div style="text-align: justify; text-indent: 36pt;">
      <div><br>
      </div>
      <div><br>
      </div>
      <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

          <tr>
            <td style="width: 50%; vertical-align: bottom;">&#160;</td>
            <td colspan="3" style="vertical-align: bottom;">
              <div style="font-weight: bold;">TOP SHIPS INC.</div>
            </td>
            <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: bottom;">&#160;</td>
            <td colspan="3" style="vertical-align: bottom;">&#160;</td>
            <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: bottom;">&#160;</td>
            <td colspan="3" style="vertical-align: bottom;">&#160;</td>
            <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: bottom;">&#160;</td>
            <td colspan="3" style="vertical-align: bottom;">&#160;</td>
            <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: bottom; padding-bottom: 2px;">&#160;</td>
            <td style="width: 5%; vertical-align: bottom; padding-bottom: 2px;">
              <div style="font-size: 12pt;">By:</div>
            </td>
            <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">&#160;</td>
            <td colspan="1" style="width: 20%; vertical-align: bottom; padding-bottom: 2px;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: bottom;">&#160;</td>
            <td style="width: 5%; vertical-align: bottom;">&#160;</td>
            <td style="width: 5%; vertical-align: bottom;">
              <div style="font-size: 12pt;">Name:</div>
            </td>
            <td style="width: 20%; vertical-align: bottom;">&#160;</td>
            <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: bottom;">&#160;</td>
            <td style="width: 5%; vertical-align: bottom;">&#160;</td>
            <td style="width: 5%; vertical-align: bottom;">
              <div style="font-size: 12pt;">Title:</div>
            </td>
            <td style="width: 20%; vertical-align: bottom;">&#160;</td>
            <td colspan="1" style="width: 20%; vertical-align: bottom;">&#160;</td>
          </tr>

      </table>
      <div><br>
      </div>
      <div><br>
      </div>
    </div>
    <div><br>
    </div>
    <div><br>
    </div>
    <div><br>
    </div>
    <div><br>
    </div>
    <div><br>
    </div>
    <div style="text-align: center;">[Signature Page to Pre-Funded Warrant]</div>
    <div><br>
    </div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div style="text-align: center;" id="DSPFPageNumberArea"><font style="font-weight: normal; font-style: normal;" id="DSPFPageNumber">14</font></div>
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">NOTICE OF EXERCISE</div>
    <div style="text-align: justify; margin-bottom: 12pt;">TO: <font style="font-weight: bold;">TOP SHIPS INC.</font></div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">(1)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;The
        undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
        if any.</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">(2)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Payment
        shall take the form of (check applicable box):</div>
    <div style="margin-left: 108pt; margin-bottom: 12pt;">[ ] in lawful money of the United States; or</div>
    <div style="margin-left: 108pt; margin-bottom: 12pt;">[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula
      set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).</div>
    <div style="text-align: justify; text-indent: 72pt; margin-bottom: 12pt;">(3)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;Please
        issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:</div>
    <div style="margin-bottom: 12pt;">The Warrant Shares shall be delivered to the following DWAC Account Number:</div>
    <div style="margin-bottom: 12pt;">________________________________</div>
    <div style="margin-bottom: 12pt;">________________________________</div>
    <div style="margin-bottom: 12pt;">[SIGNATURE OF HOLDER]</div>
    <div style="margin-bottom: 12pt;">Name of Investing Entity:</div>
    <div style="margin-bottom: 12pt;"><font style="font-style: italic;">Signature of Authorized Signatory of
        Investing Entity</font>:</div>
    <div style="margin-bottom: 12pt;">___________________________________________________________________</div>
    <div style="margin-bottom: 12pt;">Name of Authorized Signatory:</div>
    <div style="margin-bottom: 12pt;">Title of Authorized Signatory:</div>
    <div style="margin-bottom: 12pt;">___________________________________________________________________</div>
    <div style="margin-bottom: 12pt;">Date:</div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="text-align: center; margin-bottom: 12pt; font-weight: bold;">ASSIGNMENT FORM</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt; font-style: italic;">(To assign the foregoing Warrant, execute this form and supply required information. Do not use
      this form to purchase shares.)</div>
    <div style="text-align: justify; text-indent: 36pt; margin-bottom: 12pt;">FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to</div>
    <table cellspacing="0" cellpadding="0" border="0" id="z61c086c67cb140949ede8eecaf0feed5" style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

        <tr>
          <td style="width: 35%; vertical-align: top;">
            <div>Name:</div>
            <div> <br>
            </div>
            <div>Address:</div>
            <div> <br>
            </div>
            <div>Phone Number:</div>
            <div> <br>
            </div>
            <div>Email</div>
            <div> <br>
            </div>
            <div>Address:</div>
            <div> <br>
            </div>
            <div>Dated: ,</div>
            <div> <br>
            </div>
            <div>Holder&#8217;s Signature:</div>
            <div> <br>
            </div>
            <div>Holder&#8217;s Address:</div>
            <div> <br>
            </div>
          </td>
          <td style="width: 65%; vertical-align: top;">
            <div>(Please Print)</div>
            <div> <br>
            </div>
            <div>(Please Print)</div>
            <div> <br>
            </div>
            <div>_____________________________________</div>
            <div> <br>
            </div>
            <div>_____________________________________<br>
              <br>
            </div>
          </td>
        </tr>

    </table>
    <div><br>
    </div>
    <div><br>
    </div>
  </div>
</body>
</html>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
