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The foregoing was a summary of certain material
terms of the (i) PIPE Agreement; (ii) Form of Unregistered Pre-Funded Warrant; (iii) Form of Unregistered Common Warrant; and (iv)
Registration Rights Agreement. The foregoing descriptions are not, and do not purport to be, complete and are qualified in their
entirety by reference to the full text of the forms of these documents, which have been filed as Exhibit C, D, E and F, respectively,
hereto, and are incorporated herein by reference.
The Reporting Persons purchased the Shares
for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares,
when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s
financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in communications with management and/or the Board, engaging in discussions with stockholders
of the Issuer and others about the Issuer and the Reporting Persons’ investment, reshaping the Issuer's corporate strategy,
revitalizing the Issuer’s promising Research and Development pipeline, restructuring the Issuer’s expense base, recommending
business development transactions including mergers and acquisitions, proposing changes to management, operations and the structure
of the Board (including the composition of the Board), purchasing additional Shares, selling some or all of their Shares, engaging
in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect
to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws,
the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of
Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times
as the Reporting Persons may deem advisable.
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