| (1) | Pursuant
    to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
    of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. | 
  
    | (2) | Estimated
    solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
    (the “Securities Act”). | 
  
    | (3) | The
    proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar
    basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering
    price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants),
    if any, is $5,000,000. | 
  
    | (4) | Pursuant
    to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered
    in the same registration statement as the common stock issuable upon exercise of the warrants. | 
  
    | (5) | The
    Placement Agent Warrants are exercisable for a number of shares of common stock equal to 6% of the shares of common stock sold in
    this offering (including the shares of common stock issuable upon the exercise of the pre-funded warrants), at an exercise price
    equal to 125% of the public offering price per share and accompanying warrant. |