Form of Proxy

To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of (i) shares of the Companys common stock issuable upon the conversion of convertible notes issued or issuable in an ongoing private placement under Rule 506(c) of the Securities Act of 1933, as amended, & (ii) shares of common stock issuable upon exercise of certain warrants including common warrants, pre-funded warrants issuable in lieu of shares of common stock issuable upon conversion of the notes, and placement agent warrants, each of which is issuable in said private placement.

To approve, in accordance with Nasdaq Listing Rule 5635(c), the issuance of (i) shares of common stock issuable upon the conversion of one or more notes issued or issuable in the private placement to the Chief Executive Officer and Director of the Company, and (ii) shares of common stock issuable upon exercise of one or more common warrants issuable in the private placement to the said officer and director.