however, that upon 61 days prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership
Limitation exceed 9.99%.
Cashless Exercise. The common warrants contain a cashless exercise feature that allows
holders to exercise the common warrants without a cash payment to the Company upon the terms set forth in the common warrants, if, at the time of exercise there is no effective registration statement registering, or the prospectus contained therein
is not available for, the issuance of the shares to the exercising common warrant holder.
Exercise Limitation. A holder (together
with its affiliates) may not exercise any portion of a common warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding common shares immediately after exercise,
except that upon at least 61 days prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding stock after exercising the holders common warrants up to 9.99% of the number
of our common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants. Purchasers of common warrants in this offering may
also elect prior to the issuance of the common warrants to have the initial exercise limitation set at 9.99% of our outstanding common shares.
Transferability. Subject to applicable laws, a common warrant may be transferred at the option of the holder upon surrender
of the common warrant to us together with the appropriate instruments of transfer.
Fractional Shares. No fractional
common shares will be issued upon the exercise of the common warrants. Rather, the number of common shares to be issued will be rounded down to the nearest whole number.
Trading Market. There is no established public trading market for the common warrants, and we do not expect a market to
develop. In addition, we do not intend to apply to list the common warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the common warrants
will be limited.
Right as a Stockholder. Except as otherwise provided in the common warrants or by virtue of such
holders ownership of shares of our common stock, the holders of the common warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their common warrants.
Fundamental Transaction. In the event of a fundamental transaction, as described in the common warrants and generally including any
reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of
more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the common warrants will be entitled to receive upon
exercise of the common warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the common warrants immediately prior to such fundamental transaction. In lieu of such
consideration, a holder of common warrants may instead elect to receive a cash payment based upon the Black-Scholes value of their common warrants.
Amendment and Waiver. A common warrant may be modified or amended or the provisions thereof waived with the written consent of
our company and the holder of the common warrant.
Pre-Funded Warrants to be Issued as Part of this
Offering
The following summary of certain terms and provisions of
the pre-funded warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of
the pre-funded warrant, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and
provisions of the form of pre-funded warrant for a complete description of the terms and conditions of the pre-funded warrants.
Exercise Price and Duration. Each pre-funded warrant offered hereby will
have an initial exercise price per share equal to $0.0001 and will be exercisable for share of our common stock. The
pre-funded warrants will be immediately exercisable and may be exercised at any time until the pre-funded warrants are exercised in
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