Common use of Consideration; Payment of Expenses Clause in Contracts

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offering: (i) an underwriting discount equal to seven percent (7%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000, of which $50,000 has already been paid to the Representative as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven percent (7%) of the total number of Firm Shares and Additional Shares sold in this offering, to be split among the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Representative’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities; (xi) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably request; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) the Company shall pay to the Underwriter or their respective designees an underwriting discount equal to seven percent (7%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) the Company shall pay to the Underwriter or its designees a non-accountable expense allowance of one and half percent (11.5%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) the Company shall pay to the Underwriter or its designees an accountable expense allowance of up to $80,000145,000, including all reasonable fees and expenses of the underwriters’ outside legal counsel, not to exceed $95,000, any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriter, not to exceed $3,000 per individual, and the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, of which $50,000 95,000 has already been paid to the Representative Underwriter as an advance against accountable expensesAdvance expense deposit, provided however any unused portion of the accountable expense allowance shall be returned to the Company which not actually incurred in accordance compliance with FINRA Rule 5110(g)(4)(A)5110 (g)(4)(A) by the Underwriter will be reimbursed to the Company; and (iv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven three and half percent (73.5%) of the total number of Firm Shares and Additional Shares sold Shares, substantially in this offering, to be split among the Underwriters.form and content attached hereto as Annex V. (b) In compliance with FINRA Rule 5110(e)(1), the The Underwriter’s Warrants and the underlying securities will be locked up non-exercisable for 180 beginning on six (6) months after the date of commencement of sales the effective date of the Offering Registration Statement and will expire five (5) years after the Effective Datedate of the effective date of the Registration Statement. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty twenty-five percent (120125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 one hundred and eighty (180) days beginning on immediately following the date of commencement of sales of the Offeringeffectiveness, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided Warrants holder’s expense, each such demand registration rights will not be greater than for a period of five (5) years from after the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), the Offering and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date date of commencement of sales of the Offering at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all the following costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇E▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking tracking, and compliance software and the cost of preparing certificates representing the Securities;; and (x) the cost and charges of any transfer agent or registrar for the Securities;. (xie) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 9, 10 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $71,295 as an advance to be applied towards the accountable expenses allowance (the “Advance”), all documented out-of-pocket expenses of the Underwriter (including but not limited to reasonable fees and disbursements of Underwriter’s Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $145,000, including the Advance. To the extent that the Underwriter’s out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Company’s officers and directors Advance not offset by a background search firm acceptable to the Representative; (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably request; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they purchase purchased from the Company in this Offering: (i) an underwriting discount equal to seven eight percent (78.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one and a half percent (11.5%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000180,000, of which $50,000 150,000 has already been paid to the Representative Underwriter as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven ten percent (710.0%) of the total number of Firm Shares and Additional Shares sold in this offering, to be split among the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years after from the Effective Datedate of commencement of sales of Offering, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense, each with a duration of no more than five years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all fees and expenses in connection with any “due diligence” meetings; (viii) all the road show expenses incurred by the Company; (viiiix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ixx) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (xxi) the cost and charges of any transfer agent or registrar for the Securities; (xixii) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter, not to exceed $15,000; (xiixiii) the costs associated with bound volumes and mementos in such quantities as the Representative Underwriter may reasonably request, not to exceed $2,500; and (xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $100,000. (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $150,000, including $100,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”) and $50,000 paid at the time the Company files the Registration Statement publicly. On the Closing Date, the Company shall pay the Underwriter $30,000 such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than $180,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $180,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the number of Firm Securities purchased) of the following compensation with respect to the Offered Securities which they purchase from the Company in this Offeringare offering: (i) an An underwriting discount applied at each Closing equal to seven eight percent (78%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;Public Offering Price; and (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offeringwarrants, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000, of which $50,000 has already been paid issued to the Representative as or to such other parties designated by the Representative, to purchase up to an advance against accountable expenses, provided however any unused portion aggregate of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters or its designated affiliates share purchase warrants [________] shares of Common Stock (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares and Additional Shares sold in this offeringthe Offering, to be split among including the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective DateOver-Allotment Option. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under shall be exercisable, in whole or in part, commencing 180 days from the Act Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price of $[____] per share of Common Stock, which is equal to one hundred and ten percent (110%) of the Public Offering Price of the Offered Securities, and will file all necessary undertakings in connection therewith. The Underwriter’s have substantially similar terms as those Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by offering, including any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating anti-dilution provisions. If no Warrants are sold in the Offering and offering, the officers or partners thereofCompany may determine not to register such Representative’s Warrants. In such event, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The UnderwriterRepresentative’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Sharesshares of Common Stock, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five three years commencing six (56) years months after the Effective Date at the Company’s expense. In addition, if the Registration Statement or any other registration statement registering the Representative’s Warrant and/or shares underlying such Representative’s Warrant is not effective at the time the Representative elects to exercise the Representative’s Warrants, then the Representative may exercise the Representative‘s Warrants on a cashless basis. The UnderwriterRepresentative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such shares of Common Stock issuable upon exercise of the Representative’s Warrants) in , are hereinafter referred to collectively as the event of recapitalization, merger or other structural transaction “Representative’s Securities” and the Offered Securities and the Representative’s Securities are collectively referred to prevent dilutionas the “Securities.” (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Representative’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (db) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus Agreement are consummated or this Agreement is terminatedconsummated, the Company hereby agrees to pay all actual costs and expenses incident to the OfferingOffering (less $50,000, including which amount was previously advanced to the followingRepresentative) (the “Advance”), including, without limitation: (i) all fees and expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ (including XBRL) and filing of the Registration Statement, Exchange Act Registration Statement, any Preliminary Prospectus (as defined below) and the Prospectus and any and all amendments and supplements thereto and other required filings with the Commission in connection with or as a result of the Offering, and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel counsels and accountants in connection with the registration preparation and filing of the Securities under Registration Statement, the Exchange Act Registration Statement, the Preliminary Prospectus, the Disclosure Package, and the OfferingFinal Prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing; (iv) all reasonable fees, expenses in connection with and disbursements relating to the qualifications registration or qualification of the Securities Shares and Warrants for offering and sale under state or foreign the “blue sky” securities or laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of Representative’s counsel with respect to such “blue sky lawssky” filings); (v) all fees and expenses in connection with listing the Offered Securities on a national securities exchangesuch stock exchange as the Company and Representative shall determine; (vi) all reasonable travel fees, expenses and disbursements relating to background checks of the Company’s officers, directors officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securitiesdirectors; (vii) all the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show expenses incurred by presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants in connection with the road show (“Road Show Expenses”); (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates preparing, printing and delivering certificates, if any, representing the Securities; (x) the cost and charges of any transfer agent, warrant agent or and/or registrar for the Securities; (xi) any reasonable costs and expenses incurred in conducting background checks stock transfer taxes, if any, payable upon the transfer of the Company’s officers and directors by a background search firm acceptable Securities from the Company to the Representative; (xii) the costs and expenses of a public relations firm as contemplated in Section 5(s) of this Agreement; (xiii) the costs of all mailing and printing of the underwriting documents (including this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney); (xiv) the legal fees for Representative’s legal counsel (other than the legal fees associated with bound volumes “blue sky” filings, if any referenced in Section 3(b)(iv) above), which amount shall not exceed $100,000; (xv) the Representative’s accountable expenses including travel, lodging and mementos other “road show” expenses, mailing, printing and reproduction expenses and expenses incurred in connection with due diligence (excluding fees payable to Representative’s legal counsel) not to exceed $25,000; and (xvi) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 3. (c) The Company grants the Representative the right of first refusal (“Right of First Refusal”) for a period of twelve (12) months from the date of commencement of sales of the Offering to act at very minimum as co-manager and co-book runner and/or co-placement agent, with at least 33.3% of the economics, for any and all future public and private equity financings of the Company or any successor to or any subsidiary of the Company (excluding (i) at-the-market offerings, (ii) funding from a strategic investor, or (iii) equity issued to purchase business assets or to acquire a strategic company). The Company shall provide written notice to Representative with terms of such offering and if Representative fails to accept in writing any such proposal for such public or private sale within 10 days after receipt of a written notice from the Company containing such proposal, then Representative will have no claim or right with respect to any such sale contained in any such notice. In the event the Company terminates this Agreement even though Maxim was prepared to proceed with the Offering, and the Company subsequently completes any public or private financing with any investor introduced to the Company by the Representative at any time during the nine (9) months after such termination, then the Representative shall be entitled to receive the compensation as set forth in Sections 3(a) and 3(b) hereto. (d) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination and/or suggestion shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (e) In addition to the costs and expenses set forth in Section 3(b) above, the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times) not to exceed $5,000; and (ii) the cost of Offering commemorative lucite (or other reasonable form) memorabilia to be supplied to the Representative valued up to $1,500, in such quantities as the Representative may reasonably request. (f) It is understood, however, that except as provided in this Section 3, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 3, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company shall not exceed $125,000, including the legal fees for Representative’s legal counsel, which amount of legal fees shall not exceed $100,000, less the $50,000 Advance; andand the Representative shall rebate any portion of the Advance to the extent it exceeds the Representative’s actual out-of-pocket expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven percent (7%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) an accountable expense allowance of up to $250,000 of which $80,000 which has been paid by the Company in advance, including, among other things, all reasonable fees and expenses of the Underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request, provided that any expense over $5,000 shall require prior written or email approval of the Company; (iii) a non-accountable expense allowance of one zero point seven five percent (10.75%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000, of which $50,000 has already been paid to the Representative as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares Shares, substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the content attached hereto as Exhibit G. The Underwriter’s Warrants and the underlying securities will be locked up for 180 beginning on exercisable six months from the Closing Date of the Offering will expire five (5) years from the date of commencement of sales of the Offering and will expire five (5) years after the Effective DateOffering. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on immediately following the date of commencement of sales of the Offeringeffectiveness, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise its warrants at any time, provided that such shares are not transferred during the lock-up period; the 180-day lock period will remain on these underlying shares. The Underwriter shall have the option to exercise, transferred or assign its warrants at any time from issuance but the 180-day lock period shall remain in effect for the underlying shares. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary SharesCommon Stock, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share Shares at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (cb) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, which is not included in the maximum accountable expense allowance, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities;. (xid) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 9, 10 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $250,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers and directors Advances not offset by a background search firm acceptable to the Representative; (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably request; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven percent (7%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one and one-half percent (11.5%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000125,000, of which $50,000 100,000 has already been paid to the Representative Underwriter as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven nine percent (79%) of the total number of Firm Shares and Additional Shares sold in this offering, to be split among the UnderwritersShares. (b) In compliance with FINRA Rule 5110(e)(1), the The Underwriter’s Warrants and the underlying securities will be locked up non-exercisable for 180 beginning on six (6) months after the date of commencement of sales closing of the Offering and will expire five three (53) years after the Effective Date. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty twenty-five percent (120125%) of the public offering price of the underlying Class A Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Class A Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall may not be sold during the Offering, or sold, transferred, assigned, pledged, assigned or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person hypothecated for a period of 180 days beginning on six (6) months following the date of commencement of sales of the OfferingClosing, except that they (or any portion thereof) may be transferred assigned, in whole or assigned in part, to any successor to the Underwritersuccessor, any officeroffice, manager, member member, or partner of the UnderwriterUnderwriter (or its officers, as well as managers or members of any such successor, member or partner), and to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder members of the time periodunderwriting syndicate or selling group and their respective officers, managers, members or partners. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Class A Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Class A Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five three (53) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Class A Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ixviii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (xix) the cost and charges of any transfer agent or registrar for the Securities; (xix) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative;Underwriter, not to exceed $15,000; and (xiixi) the costs associated with bound volumes and mementos in such quantities as the Representative Underwriter may reasonably request; and, not to exceed $25,000; (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000, including $50,000 as an advance to be applied towards the accountable expenses allowance (the “Advances”) and $50,000 paid upon the filing of the Company’s Registration Statement, all documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’ Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $125,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advances, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the number of Firm Securities purchased) of the following compensation with respect to the Firm Securities which they purchase from the Company in this Offeringare offering: (i) an An underwriting discount applied at each Closing equal to seven eight percent (78%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the OfferingPublic Offering Price, to be split among the Underwriters; (iii) an accountable expense allowance of up to it being understood that $80,000, of which $50,000 35,000 has already been paid to the Representative as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall to be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A)applied towards such underwriting discount; and (ivii) the Company shall grant warrants, issued to the Underwriters Representative or its to such other parties designated affiliates share by the Representative, to purchase warrants up to an aggregate of [ ] shares of Common Stock (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to seven eight percent (78.0%) of the total number of Firm Shares and Additional Shares sold in this offeringthe Offering, to be split among including the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterOver-Allotment Option. The Representative’s Warrants and the underlying securities will shall be locked up for exercisable, in whole or in part, commencing 180 beginning on days from the date of commencement of sales the Final Prospectus and expiring on the five-year anniversary of the Offering and will expire five (5) years after date of the Effective Date. The Underwriter’s Warrants will be exercisable Final Prospectus at a an initial exercise price of $[ ] per share of Common Stock, which is equal to one hundred and twenty ten percent (120110%) of the public offering price Public Offering Price of the underlying Ordinary Shares in connection with the OfferingSecurities. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for for, among other things, cashless exercise and will contain provisions for one demand registration of the sale underlying shares of the underlying Ordinary Share Common Stock at the Company’s expense, an additional demand registration right at the Underwriterholder’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) seven years after the Effective Date date of the Final Prospectus at the Company’s expense. The UnderwriterIn addition, the Representative’s Warrants Warrant shall further provide for adjustment in the number and price of such warrants (Representative’s Warrant and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction Warrant Shares to prevent dilution. The Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants, are hereinafter referred to collectively as the “Representative’s Securities” and the Offered Securities and the Representative’s Securities are collectively referred to as the “Securities.” (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Representative’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (db) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus Agreement are consummated or this Agreement is terminatedconsummated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the followingincluding, without limitation: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ (including XBRL) and filing of the Registration Statement, any Preliminary Prospectus (as defined below) and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees and expenses in connection with filing of the Registration Statement and Prospectus, any amendments, supplements and other required filings with the Commission in connection with or as a result of the Offering; (iv) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the OfferingSecurities Act; (ivv) all reasonable fees, expenses in connection with and disbursements relating to the qualifications registration or qualification of the Securities Shares and Warrants for offering and sale under state or foreign the “blue sky” securities or laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of Representative’s counsel with respect to such “blue sky lawssky” filings); (vvi) all fees and expenses in connection with listing the Offered Securities on a national securities exchangesuch stock exchange as the Company and Representative shall determine; (vivii) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (viii) all reasonable travel expenses of the Company’s officers, directors officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the SecuritiesOffered Securities (“Road Show Expenses”); (vii) all the road show expenses incurred by the Company; (viiiix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ixx) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates preparing, printing and delivering certificates, if any, representing the Securities; (xxi) the cost and charges of any transfer agent, warrant agent or and/or registrar for the Securities; (xixii) any reasonable costs and expenses incurred in conducting background checks stock transfer taxes, if any, payable upon the transfer of the Company’s officers and directors by a background search firm acceptable Securities from the Company to the Representative; (xiixiii) the costs and expenses of a public relations firm as contemplated in Section 4(n) of this Agreement; (xiv) the costs of all mailing and printing of the underwriting documents (including the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney); (xv) the legal fees for Representative’s legal counsel (other than the legal fees associated with “blue sky” filings, if any referenced in Section 3(b)(iv) above), which amount shall not exceed the greater of (a) $100,000 or (b) 1% of the gross proceeds raised in the Offering; (xvi) the Representative’s accountable expenses including travel, lodging and other “road show” expenses, mailing, printing and reproduction expenses and expenses incurred in connection with due diligence (excluding fees payable to Representative’s legal counsel) not to exceed $50,000; and (xvii) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 3. (c) The Company grants the Representative the right of first refusal (“Right of First Refusal”) for a period of fifteen (15) months from the Closing Date to act as lead managing underwriter and book runner, or minimally as co-lead manager and co-book runner and/or co-lead placement agent, with at least 50% of the economics or, in the case of a three-handed deal, 33% of the economics, for any and all future equity, equity-linked or debt offerings of the Company or any successor to or any subsidiary of the Company (excluding (i) commercial debt, (ii) equipment financing, (iii) seller financing in connection with any acquisition by the Company, and (iv) any financing with existing investors). The Company shall provide written notice to Representative with terms of such offering and if Representative fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from the Company containing such proposal, then Representative will have no claim or right with respect to any such sale contained in any such notice. In the event the Company terminates this Agreement even though Maxim was prepared to proceed with the Offering, the Right of First Refusal shall nonetheless become operative and shall remain in full force and effect for a period of twelve months from the date of such termination. (d) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination and/or suggestion shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (e) In addition to the costs and expenses set forth in Section 3(b) above, the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times); and (ii) the cost of leather bound volumes of the Offering documents and mementos Offering commemorative lucite (or other reasonable form) memorabilia and bound books to be supplied to the Representative valued up to $1,500, in such quantities as the Representative may reasonably request; and. (f) It is understood, however, that except as provided in this Section 3, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 3, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company shall not exceed $50,000 plus the legal fees for Representative’s legal counsel, which amount of legal fees shall not exceed the greater of (i) $100,000 or (ii) 1% of the gross proceeds raised in the Offering.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven six and half percent (76.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Option Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000160,000, including all reasonable fees and expenses of which the underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request. $50,000 91,000 has already been paid to the Representative Underwriters as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Representative or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares , substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters.content attached hereto as Annex V. (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterRepresentative’s Warrants and the underlying securities will be locked up for 180 day beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date. The UnderwriterRepresentative’s Warrants will be exercisable at a price equal to one hundred and twenty fifteen percent (120115%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The UnderwriterRepresentative’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterRepresentative’s expense Warrants holder’s expense, provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The UnderwriterRepresentative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇E▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities; (xie) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $91,000, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $160,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers Advances not offset by actual expenses. The Company hereby agrees to issue and directors by a background search firm acceptable sell to the Representative; Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (xiithe “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the costs associated with bound volumes Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and mementos in may not be earlier than the Closing Date nor later than ten (10) business days after the date of such quantities notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may reasonably requestdetermine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; and(ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) the applicable Additional Closing Date. Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at the office of VCL Law LLP at [●], Eastern Time, on [●], or at such other place on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representative shall otherwise instruct.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven percent (7%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one and one-half percent (11.5%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000125,000, of which $50,000 100,000 has already been paid to the Representative Underwriter as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven nine percent (79%) of the total number of Firm Shares and Additional Shares sold in this offering, to be split among the UnderwritersShares. (b) In compliance with FINRA Rule 5110(e)(1), the The Underwriter’s Warrants and the underlying securities will be locked up non-exercisable for 180 beginning on six (6) months after the date of commencement of sales closing of the Offering and will expire five three (53) years after the Effective Date. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty twenty-five percent (120125%) of the public offering price of the underlying Class A Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Class A Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on immediately following the date of commencement of sales of the Offeringeffectiveness, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. .. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Class A Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Class A Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five three (53) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Class A Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities; (xi) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative;Underwriter, not to exceed $15,000; and (xii) the costs associated with bound volumes and mementos in such quantities as the Representative Underwriter may reasonably request; and, not to exceed $2,500; (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000, including $50,000 as an advance to be applied towards the accountable expenses allowance (the “Advances”) and $50,000 paid upon the filing of the Company’s Registration Statement, all documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’ Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $125,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advances, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven and half percent (77.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one and half percent (11.5%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000150,000, including all reasonable fees and expenses of which the underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriter, not to exceed $50,000 15,000; and the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500. $75,000 has already been paid to the Representative Underwriter as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven nine percent (79%) of the total number of Firm Shares Shares, substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters.content attached hereto as Annex V. (b) In compliance with FINRA Rule 5110(e)(1), the The Underwriter’s Warrants and the underlying securities will be locked up for 180 beginning on exercisable from the Closing Date of the Offering will expire five (5) years from the date of commencement of sales of the Offering and will expire five (5) years after the Effective DateOffering. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty five percent (120125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on immediately following the date of commencement of sales of the Offeringeffectiveness, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities;. (xie) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $75,000, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $150,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advances, the Underwriter will return to the Company that portion of the Company’s officers and directors Advances not offset by a background search firm acceptable to the Representative; (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably request; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offering: (i) an are offering: An underwriting discount equal to seven an aggregate of six and one-half percent (76.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;Offering (the “Underwriting Discount”). (iib) a non-accountable expense allowance The Company hereby agrees to issue to the Underwriters (and/or their designees) on the Closing Date warrants to purchase such number of one ordinary shares of the Company equal to six and half percent (16.5%) of the gross proceeds of the Offering, payment amount to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000, of which $50,000 has already been paid to the Representative as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned disbursed to the Company in accordance with FINRA Rule 5110(g)(4)(Aon the Closing Date for the Securities divided by the purchase price of the Firm Shares (“Underwriters’ Warrants”); and . For illustrative purposes only, if an equity investment of USD$40million is completed and investors purchased eight million (iv8,000,000) the Company shall grant to shares at USD$5 per share, the Underwriters or its designated affiliates share shall receive warrants to purchase warrants 520,000 shares of Common Stock with a fixed exercise price of USD$5 per share. The Underwriters’ Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriter’s WarrantsUnderwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the effective date of the Registration Statement (the “Effective Date”) covering a number and expiring on the five-year anniversary thereof at an initial exercise price per ordinary share of shares $[●], which is equal to seven percent (7%) 100% of the total number purchase price of the Firm Shares Shares. The Underwriters’ Warrants shall include a “cashless” exercise feature and Additional Shares sold in this offering, shall include a provision for “piggy-back” registration rights until expiration or until the shares underlying the warrant are eligible for resale pursuant to be split among an exemption from registration. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants ’ Warrant Agreement and the underlying securities will be locked up for 180 beginning on ordinary shares during the date of commencement of sales of the Offering and will expire five one hundred eighty (5180) years days after the Effective Date. The Underwriter’s Warrants Date and by its acceptance thereof shall agree that it will be exercisable at a price equal to one hundred and twenty percent (120%) of not sell, transfer, assign, pledge or hypothecate the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the OfferingUnderwriters’ Warrant Agreement, or sold, transferred, assigned, pledged, or hypothecatedany portion thereof, or be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the such securities by any person for a period of 180 one hundred eighty (180) days beginning on following the date of commencement of sales of the Offering, except that they Effective Date to anyone other than (or any portion thereofi) may be transferred or assigned to any successor to the an Underwriter, any officer, manager, member or (ii) a bona fide officer or partner of the Underwriter, as well as to Underwriters; and only if any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject such transferee agrees to the foregoing lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilutionrestrictions. (c) Delivery of the Underwriters’ Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. (d) The Company has agreed to reimburse the Representative for all actual fees and expenses incurred by the Underwriters in connection with due diligence costs, which shall not exceed $50,000, $50,000 of which was paid upon the execution of the Engagement Letter. (e) On the Closing Date, the Company hereby agrees to pay the Representative an advisory fee of $50,000 (the “Advisory Fee”). (f) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Representative’ Underwriters' aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dg) Whether or not the transactions contemplated by this Agreement, the Registration Statement Statement, the General Disclosure Package and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s 's Public Offering System; (iii) all fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchangethe Nasdaq Capital Market; (vi) all reasonable travel expenses of the Company’s 's officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; Securities (vii) “Road Show Expenses”); provide, however, that all travel and lodging expenses of the road show expenses incurred representative in excess of $5,000 shall be subject to prior written approval by the Company; (viiivii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ixviii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (xix) the cost and charges of any transfer agent or registrar for the Securities; (xix) any reasonable costs and expenses incurred in conducting background checks of the Company’s 's officers and directors by a background search firm acceptable to the Representative;Representative (at a cost not to exceed $1,200 per person); and (xiixi) all other costs, fees (including Underwriters' Counsel's fees up to $75,000 and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 5. (h) It is understood, however, that except as provided in this Section 5, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs associated with bound volumes and mementos expenses. Notwithstanding anything to the contrary in such quantities this Section 5, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters' Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as the Representative may reasonably request; andallowed under FINRA Rule 5110.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities Shares purchased) of the following compensation with respect to the Securities Shares which they purchase from the Company in this Offeringare offering: (i) an underwriting discount a commission equal to seven eight percent (78%) of the aggregate gross proceeds (inclusive received by the Over-allotment Option to purchase Company from the Additional Shares) raised sale of the Shares in the Offeringoffering; (ii) a non-accountable expense allowance of one percent (1%) of 2% at the gross proceeds of the Offering, to be split among the Underwriters;Closing Date; and (iii) an accountable expense allowance of up to $80,000150,000, of which $50,000 65,000 has already been paid to the Representative Underwriters as an advance against accountable expenses. For the avoidance of doubt, provided however such accountable expenses shall include the costs of any unused portion “due diligence” meetings; all filing fees (DTC and SEC) and communication expenses relating to the registration of the accountable expense allowance shall Shares; all application fees and fees and expenses of counsel for the Representative incurred in connection with any filing with, and clearance of the offering by, FINRA. Notwithstanding the foregoing, any advance received by the Representative will be returned to the Company to the extent not actually incurred in accordance compliance with FINRA Rule 5110(g)(4)(A5110(f)(2)(C); and. (iv) the Company shall grant to the Underwriters Representative or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to seven eight percent (78%) of the total number of Firm Shares Shares, substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the Underwritercontent attached hereto as Exhibit G. The Representative’s Warrants and the underlying securities will be locked up for 180 beginning on exercisable from the Closing Date of the Offering will expire five (5) years from the date of commencement of sales of the Offering and will expire five (5) years after the Effective DateOffering. The UnderwriterRepresentative’s Warrants will be exercisable at a price equal to one hundred and twenty ten percent (120110%) of the public offering price of the underlying Ordinary Shares Common Stock in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares Common Stock underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on immediately following the date of commencement of sales of the Offeringeffectiveness, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The UnderwriterRepresentative will have the option to exercise their warrants at any time, provided that such shares are not transferred during the lock-up period; the 180-day lock period will remain on these underlying shares. The Representative shall have the option to exercise, transferred or assign their warrants at any time from issuance but the 180-day lock period shall remain in effect for the underlying shares. The Representative’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary SharesCommon Stock, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterRepresentative’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The UnderwriterRepresentative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Representative’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities; (xi) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably request; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven and half percent (77.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one and half percent (11.5%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000150,000, including all reasonable fees and expenses of which the underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriter, not to exceed $50,000 15,000; and the costs associated with bound volumes and mementos in such quantities as the Underwriter may reasonably request, not to exceed $2,500. $125,000 has already been paid to the Representative Underwriter as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares Shares, substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters.content attached hereto as Annex V. (b) In compliance with FINRA Rule 5110(e)(1), the The Underwriter’s Warrants and the underlying securities will be locked up for 180 beginning on exercisable from the Closing Date of the Offering will expire five (5) years from the date of commencement of sales of the Offering and will expire five (5) years after the Effective DateOffering. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty five percent (120125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on immediately following the date of commencement of sales of the Offeringeffectiveness, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇E▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities;. (xie) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $125,000, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $150,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advances, the Underwriter will return to the Company that portion of the Company’s officers and directors Advances not offset by a background search firm acceptable to the Representative; (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably request; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven six percent (76%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000180,000, including all reasonable fees and expenses of which $50,000 has already been paid the underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative Underwriters; and the costs associated with bound volumes and mementos in such quantities as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A)Underwriters may reasonably request; and (iv) the Company shall grant warrants to the Underwriters or purchase its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares Ordinary Shares in an amount equal to seven five percent (75%) of the total number of Firm Ordinary Shares and Additional sold in this offering (the “Representative’s Warrants”). The Representative’s Warrants may be exercised at a price per share equal to 120% of the initial public offering price of the Ordinary Shares sold in this offering, to be split among . The Ordinary Shares underlying the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterRepresentative’s Warrants may be exercised as to all or a lesser number of shares, purchased via cashless exercise, and will contain provisions for one demand registration of the sale of the underlying securities will be locked up shares of our Ordinary Shares and immediate “piggyback” registration rights at the Company’s expense for 180 beginning on a period of three years from the date of commencement of sales of the Offering and will expire five (5) years after the Effective Datethis offering. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The UnderwriterRepresentative’s Warrants and the underlying securities shall not shares will be sold during deemed compensation by FINRA, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), and except as otherwise permitted by FINRA rules, neither the OfferingRepresentative’s Warrants nor any of our shares issued upon exercise of the Representative’s Warrants may be exercised, or sold, transferred, assigned, pledged, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, put or call transaction that would result in the effective economic disposition of the such securities by any person person, for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodthis offering. The Underwriter’s Warrants may be exercised at any time after the issuance of the Representative’s Warrants as to all or a lesser number of and the underlying Ordinary Shares, will provide for cashless Shares that are issuable upon exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The UnderwriterRepresentative’s Warrants shall further provide for adjustment are being registered in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilutionregistration statement. (cb) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities;. (xid) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $450,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers and directors Advances not offset by a background search firm acceptable to the Representative; (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably request; andactual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they purchase purchased from the Company in this Offering: (i) an underwriting discount equal to seven eight percent (78.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one and a half percent (11.5%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000180,000, of which $50,000 150,000 has already been paid to the Representative Underwriter as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven ten percent (710.0%) of the total number of Firm Shares and Additional Shares sold in this offering, to be split among the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Datethereafter, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense, each with a duration of no more than five years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all fees and expenses in connection with any “due diligence” meetings; (viii) all the road show expenses incurred by the Company; (viiiix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ixx) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (xxi) the cost and charges of any transfer agent or registrar for the Securities; (xixii) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter, not to exceed $15,000; (xiixiii) the costs associated with bound volumes and mementos in such quantities as the Representative Underwriter may reasonably request, not to exceed $2,500; and (xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $100,000. (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $150,000, including $100,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”) and $50,000 paid at the time the Company files the Registration Statement publicly. On the Closing Date, the Company shall pay the Underwriter $30,000 such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than $180,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $180,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven six and half percent (76.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Option Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000220,000, including all reasonable fees and expenses of which the Underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request. $50,000 95,000 has already been paid to the Representative Underwriters as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters or its their designated affiliates share purchase warrants (the “Underwriter’s Underwriters’ Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares , substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters.content attached hereto as Annex V. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Underwriters’ Warrants and the underlying securities will be locked up for 180 day beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date. The Underwriter’s Underwriters’ Warrants will be exercisable at a price equal to one hundred and twenty fifteen percent (120115%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Underwriters’ Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Underwriters’ Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Underwriters’ Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Underwriters’ Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterUnderwriters’ Warrants holder’s expense expense, provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Underwriters’ Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇E▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities; (xie) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $95,000, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $220,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers Advances not offset by actual expenses. The Company hereby agrees to issue and directors by a background search firm acceptable sell to the Representative; Representative the Option Shares, and the Representative shall have the option to purchase, in whole or in part, the Option Shares from the Company (xii) the costs associated with bound volumes “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and mementos in such quantities as payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The parties agree that the Representative may reasonably requestonly exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Representative may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; and(ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) the applicable Additional Closing Date. Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at the office of VCL Law LLP at [●], Eastern Time, on [●], or at such other place on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representative shall otherwise instruct.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven six and half percent (76.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Option Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000220,000, including all reasonable fees and expenses of which the underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request. $50,000 95,000 has already been paid to the Representative Underwriters as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters or its their designated affiliates share purchase warrants (the “Underwriter’s Underwriters’ Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares , substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters.content attached hereto as Annex V. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Underwriters’ Warrants and the underlying securities will be locked up for 180 day beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date. The Underwriter’s Underwriters’ Warrants will be exercisable at a price equal to one hundred and twenty fifteen percent (120115%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Underwriters’ Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Underwriters’ Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Underwriters’ Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Underwriters’ Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterUnderwriters’ Warrants holder’s expense expense, provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Underwriters’ Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇E▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities; (xie) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $95,000, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $220,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers Advances not offset by actual expenses. The Company hereby agrees to issue and directors by a background search firm acceptable sell to the Representative; Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (xiithe “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the costs associated with bound volumes aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and mementos denominations in which the Option Shares are to be registered; and (iii) the applicable Additional Closing Date. Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least two (2) business days in advance of such quantities payment at the office of VCL Law LLP or at such other place on such date and time, as shall be designated in writing by the Representative may reasonably request; andUnderwriters (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Underwriters shall otherwise instruct.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) the Company shall pay to the Underwriters or their respective designees an underwriting discount equal to seven percent (77.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the OfferingOffering for investors introduced by the Underwriters and five percent (5.0%) of the aggregate gross proceeds raised in the Offering for investors introduced by the Company; (ii) the Company shall pay to the Underwriters or their respective designees a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) the Company shall pay to the Underwriters or their respective designees an accountable expense allowance of up to $80,000150,000, of which $50,000 75,000 has already been paid to the Representative Underwriters as an advance against accountable expensesAdvance expense deposit, provided however any unused portion of the accountable expense allowance shall be returned to the Company which not actually incurred in accordance compliance with FINRA Rule 5110(g)(4)(A)5110 (g)(4)(A) by the Underwriters will be reimbursed to the Company; and (iv) the Company shall grant to the Underwriters or its their respective designated affiliates share purchase warrants (the “Underwriter’s Underwriters’ Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares and Additional Shares sold Shares, substantially in this offering, to be split among the Underwriters.form and content attached hereto as Annex V. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s The Underwriters’ Warrants and the underlying securities will be locked up non-exercisable for 180 beginning on six (6) months after the date of commencement of sales the effective date of the Offering Registration Statement and will expire five three (53) years after the Effective Datedate of the effective date of the Registration Statement. The Underwriter’s Underwriters’ Warrants will be exercisable at a price equal to one hundred and twenty twenty-five percent (120125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Underwriters’ Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Underwriters’ Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Underwriters’ Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Underwriters’ Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterUnderwriters’ Warrants holder’s expense provided expense, each such demand registration rights will not be greater than five for a period of three (3) years from after the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), the Offering and unlimited “piggyback” registration rights for a period of five three (53) years after the Effective Date date of commencement of sales of the Offering at the Company’s expense. The Underwriter’s Underwriters’ Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all the following costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking tracking, and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities; (xi) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative;Underwriters, not to exceed $15,000; and (xii) the costs associated with bound volumes and mementos in such quantities as the Representative Underwriters may reasonably request; and, not to exceed $2,5000. (e) It is understood, however, that except as provided in this Section 6, and Sections 9, 10 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $75,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Representative’s Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $150,000, including the Advance. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advance, the Underwriters will return to the Company that portion of the Advance not offset by actual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they purchase purchased from the Company in this Offering: (i) an underwriting discount equal to seven six percent (76.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (11.0%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000250,000, of which $50,000 200,000 has already been paid to the Representative Underwriter as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to seven fifteen percent (715.0%) of the total number of Firm Shares and Additional Shares sold in this offering, to be split among the UnderwritersOffering. (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterRepresentative’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five three (53) years after the Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The UnderwriterRepresentative’s Warrants are non-exercisable for six (6) months after the close of the Offering and will expire three (3) years after the sales of the Offering. The Representative’s Warrants will be exercisable at a price equal to one hundred and twenty fifteen percent (120115%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The UnderwriterUnderwriter will have the option to exercise, transfer or assign the Representative’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Representative’s Warrants shall remain subject to the 180-day lock-up period. The Representative’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterRepresentative’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense, each with a duration of no more than three (3) years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D). The UnderwriterRepresentative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. In the event that the Company chooses to disengage or terminate Network 1 Financial Securities, Inc. as its Underwriter prior to the effectiveness of the Registration Statement but after the initial filing of the Registration Statement with the SEC, Network 1 Financial Securities, Inc. will be due the full amount of the Representative’s Warrants that would be due to them at the Closing Date of the IPO. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all fees and expenses in connection with any “due diligence” meetings; (viii) all the road show expenses incurred by the Company; (viiiix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ixx) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (xxi) the cost and charges of any transfer agent or registrar for the Securities; (xixii) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter, not to exceed $15,000; (xiixiii) the costs associated with bound volumes and mementos in such quantities as the Representative Underwriter may reasonably request, not to exceed $2,500; and (xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed $75,000. (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $200,000, including $75,000 as an advance to be applied towards the accountable expenses allowance (the “Advance”), $50,000 paid upon the first confidential filing of the Registration Statement, and $75,000 paid at the time the Company files the Registration Statement publicly. On the Closing Date, the Company shall pay the Underwriter $50,000 such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than $250,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $250,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advance, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the number of Firm Securities purchased) of the following compensation with respect to the Offered Securities which they purchase from the Company in this Offeringare offering: (i) an An underwriting discount applied at each Closing equal to seven eight percent (78%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;Public Offering Price; and (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offeringwarrants, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000, of which $50,000 has already been paid issued to the Representative as or to such other parties designated by the Representative, to purchase an advance against accountable expenses, provided however any unused portion aggregate of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters or its designated affiliates share purchase warrants 359,375 shares of Common Stock (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares and Additional Shares sold in this offeringthe Offering, to be split among including the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective DateOver-Allotment Option. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under shall be exercisable, in whole or in part, commencing 180 days from the Act Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price of $1.10 per share of Common Stock, which is equal to one hundred and ten percent (110%) of the Public Offering Price of the Offered Securities, and will file all necessary undertakings in connection therewith. The Underwriter’s have substantially similar terms as those Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by offering, including any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating anti-dilution provisions. If no Warrants are sold in the Offering and offering, the officers or partners thereofCompany may determine not to register such Representative’s Warrants. In such event, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The UnderwriterRepresentative’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Sharesshares of Common Stock, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five three years commencing six (56) years months after the Effective Date at the Company’s expense. In addition, if the Registration Statement or any other registration statement registering the Representative’s Warrant and/or shares underlying such Representative’s Warrant is not effective at the time the Representative elects to exercise the Representative’s Warrants, then the Representative may exercise the Representative‘s Warrants on a cashless basis. The UnderwriterRepresentative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such shares of Common Stock issuable upon exercise of the Representative’s Warrants) in , are hereinafter referred to collectively as the event of recapitalization, merger or other structural transaction “Representative’s Securities” and the Offered Securities and the Representative’s Securities are collectively referred to prevent dilutionas the “Securities.” (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Representative’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (db) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus Agreement are consummated or this Agreement is terminatedconsummated, the Company hereby agrees to pay all actual costs and expenses incident to the OfferingOffering (less $50,000, including which amount was previously advanced to the followingRepresentative) (the “Advance”), including, without limitation: (i) all fees and expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ (including XBRL) and filing of the Registration Statement, Exchange Act Registration Statement, any Preliminary Prospectus (as defined below) and the Prospectus and any and all amendments and supplements thereto and other required filings with the Commission in connection with or as a result of the Offering, and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel counsels and accountants in connection with the registration preparation and filing of the Securities under Registration Statement, the Exchange Act Registration Statement, the Preliminary Prospectus, the Disclosure Package, and the OfferingFinal Prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing; (iv) all reasonable fees, expenses in connection with and disbursements relating to the qualifications registration or qualification of the Securities Shares and Warrants for offering and sale under state or foreign the “blue sky” securities or laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of Representative’s counsel with respect to such “blue sky lawssky” filings); (v) all fees and expenses in connection with listing the Offered Securities on a national securities exchangesuch stock exchange as the Company and Representative shall determine; (vi) all reasonable travel fees, expenses and disbursements relating to background checks of the Company’s officers, directors officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securitiesdirectors; (vii) all the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show expenses incurred by presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants in connection with the road show (“Road Show Expenses”); (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates preparing, printing and delivering certificates, if any, representing the Securities; (x) the cost and charges of any transfer agent, warrant agent or and/or registrar for the Securities; (xi) any reasonable costs and expenses incurred in conducting background checks stock transfer taxes, if any, payable upon the transfer of the Company’s officers and directors by a background search firm acceptable Securities from the Company to the Representative; (xii) the costs and expenses of a public relations firm as contemplated in Section 5(s) of this Agreement; (xiii) the costs of all mailing and printing of the underwriting documents (including this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney); (xiv) the legal fees for Representative’s legal counsel (other than the legal fees associated with bound volumes “blue sky” filings, if any referenced in Section 3(b)(iv) above), which amount shall not exceed $100,000; (xv) the Representative’s accountable expenses including travel, lodging and mementos other “road show” expenses, mailing, printing and reproduction expenses and expenses incurred in connection with due diligence (excluding fees payable to Representative’s legal counsel) not to exceed $25,000; and (xvi) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section (c) The Company grants the Representative the right of first refusal (“Right of First Refusal”) for a period of twelve (12) months from the date of commencement of sales of the Offering to act at very minimum as co-manager and co-book runner and/or co-placement agent, with at least 33.3% of the economics, for any and all future public and private equity financings of the Company or any successor to or any subsidiary of the Company (excluding (i) at-the-market offerings, (ii) funding from a strategic investor, or (iii) equity issued to purchase business assets or to acquire a strategic company). The Company shall provide written notice to Representative with terms of such offering and if Representative fails to accept in writing any such proposal for such public or private sale within 10 days after receipt of a written notice from the Company containing such proposal, then Representative will have no claim or right with respect to any such sale contained in any such notice. In the event the Company terminates this Agreement even though Maxim was prepared to proceed with the Offering, and the Company subsequently completes any public or private financing with any investor introduced to the Company by the Representative at any time during the nine (9) months after such termination, then the Representative shall be entitled to receive the compensation as set forth in Sections 3(a) and 3(b) hereto. (d) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination and/or suggestion shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (e) In addition to the costs and expenses set forth in Section 3(b) above, the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times) not to exceed $5,000; and (ii) the cost of Offering commemorative lucite (or other reasonable form) memorabilia to be supplied to the Representative valued up to $1,500, in such quantities as the Representative may reasonably request. (f) It is understood, however, that except as provided in this Section 3, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 3, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company shall not exceed $125,000, including the legal fees for Representative’s legal counsel, which amount of legal fees shall not exceed $100,000, less the $50,000 Advance; andand the Representative shall rebate any portion of the Advance to the extent it exceeds the Representative’s actual out-of-pocket expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters Underwriter or their respective designees their its designee(s) the following compensation (or pro rata portion (based on the Securities purchasedthereof, if applicable) of the following compensation with respect to the Securities which they purchase purchased from the Company in this Offering: (i) an underwriting discount equal to seven percent (77.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the OfferingOffering for investors that are introduced by the Underwriter and an underwriting discount equal to four percent (4.0%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering for investors introduced by the Company; (ii) a non-accountable expense allowance of one percent (11.0%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000US$165,000, of which $50,000 US$155,000 has already been paid to the Representative Underwriter as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven percent (77.0%) of the total number of Firm Shares and Additional Shares sold in this offering, to be split among the UnderwritersOffering. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 days beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date, subject to certain exceptions as set forth in FINRA Rule 5110(e)(2). The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise, transfer or assign the Underwriter’s Warrants at any time, provided that the underlying securities shall not be transferred during the lock-up period; i.e., the Shares underlying the Underwriter’s Warrants shall remain subject to the 180-day lock-up period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expenseexercise. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriter reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriter’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriter and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all fees and expenses in connection with any “due diligence” meetings incurred by the Company; (viii) all the road show expenses incurred by the Company; (viiiix) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ixx) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (xxi) the cost and charges of any transfer agent or registrar for the Securities; (xixii) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the RepresentativeUnderwriter, not to exceed US$15,000; (xiixiii) the costs associated with bound volumes and mementos in such quantities as the Representative Underwriter may reasonably request, not to exceed US$2,500; and (xiv) fees and expenses of the Underwriter’s legal counsel, not to exceed US$75,000. (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriter will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 12(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is US$155,000, including US$75,000 paid upon the execution of the certain engagement letter between the Company and the Underwriter, dated July 1, 2022 and US$80,000 paid at the time the Company filed the Registration Statement publicly, as advances to be applied towards the accountable expenses allowance (collectively the “Advances”). On the Closing Date, the Company shall pay the Underwriter US$10,000 such that as of the Closing Date the Company shall have paid the Underwriter a total of no more than US$165,000 in respect of such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriter (including but not limited to fees and disbursements of Underwriter’s Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed US$165,000, including the Advances. To the extent that the Underwriter’ out-of-pocket expenses are less than the Advances, the Underwriter will return to the Company that portion of the Advances not offset by actual expenses in accordance with FINRA Rule 5110(g)(4)(A).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven and half percent (77.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000170,000, including all reasonable fees and expenses of which the underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request. $50,000 25,000 has already been paid to the Representative Underwriters as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Representative or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to seven four percent (74%) of the total number of Firm Shares Shares, substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters.content attached hereto as Annex V. (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterThe Representative’s Warrants and the underlying securities will be locked up for 180 beginning on exercisable from the Closing Date of the Offering will expire five (5) years from the date of commencement of sales of the Offering and will expire five (5) years after the Effective DateOffering. The UnderwriterRepresentative’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on immediately following the date of commencement of sales of the Offeringeffectiveness, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The UnderwriterUnderwriter will have the option to exercise their warrants at any time, provided that such shares are not transferred during the lock-up period; the 180-day lock period will remain on these underlying shares. The Underwriter shall have the option to exercise, transferred or assign their warrants at any time from issuance but the 180-day lock period shall remain in effect for the underlying shares. The Representative’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterRepresentative’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The UnderwriterRepresentative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities;. (xie) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $25,000, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $170,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers Advances not offset by actual expenses. (f) The Company hereby agrees to issue and directors by a background search firm acceptable sell to the Representative; Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (xiithe “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the costs associated with bound volumes Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and mementos in may not be earlier than the Closing Date nor later than ten (10) business days after the date of such quantities notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may reasonably requestdetermine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; and(ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) the applicable Additional Closing Date. Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at the office of VCL Law LLP at [●], Eastern Time, on [●], or at such other place on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representative shall otherwise instruct.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven percent (7%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) an accountable expense allowance of up to $150,000, including, among other things, all reasonable fees and expenses of the Underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request; (iii) a non-accountable expense allowance of one two and half percent (12.5%) of the gross proceeds of the Offering, to be split among the Underwriters; (iiiiv) an accountable expense allowance advisory fee of up to $80,000, of which $50,000 has already been paid to the Representative as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and100,000; (ivv) the Company shall grant to the Underwriters Underwriter or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares Shares, substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the content attached hereto as Annex V. The Underwriter’s Warrants and the underlying securities will be locked up for 180 beginning on exercisable after the date of commencement of sales of the Offering Closing, but could only be sold for (nine) months after the Closing, and will expire five three (53) years after the Effective Date. effective The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty five percent (120125%) of the public offering price of the underlying Ordinary Shares sold in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on immediately following the date of commencement of sales of the Offeringeffectiveness, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter will have the option to exercise its warrants at any time, provided that such shares are not transferred during the lock-up period; the 180-day lock period will remain on these underlying shares. The Underwriter shall have the option to exercise, transferred or assign its warrants at any time from issuance but the 180-day lock period shall remain in effect for the underlying shares. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five three (53) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. The Underwriter shall have the option to exercise the Underwriter’s Warrants at any time, provided that such shares are not transferred during the lock-up period; the 180-day lock period will remain on these underlying Ordinary Shares. (cb) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (dc) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, which is not included in the maximum accountable expense allowance, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or in connection with the Offeringauthorization, issuance, sale, preparation, transfer and delivery of the Securities to the Underwriters; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities;. (xid) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, and 9 hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 10(b) hereof, or subsequent to a Material Adverse Effect, the Company will pay, less any advances previously paid, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $150,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers and directors Advances not offset by a background search firm acceptable to the Representative; (xii) the costs associated actual expenses in accordance with bound volumes and mementos in such quantities as the Representative may reasonably request; andFINRA Rule 5110(g)(4)(A).

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the number of Firm Securities purchased) of the following compensation with respect to the Offered Securities which they purchase from the Company in this Offeringare offering: (i) an An underwriting discount applied at each Closing equal to seven eight percent (78%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;Public Offering Price; and (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offeringwarrants, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000, of which $50,000 has already been paid issued to the Representative as or to such other parties designated by the Representative, to purchase an advance against accountable expenses, provided however any unused portion aggregate of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters or its designated affiliates share purchase warrants 330,625 shares of Common Stock (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares and Additional Shares sold in this offeringthe Offering, to be split among including the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective DateOver-Allotment Option. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under shall be exercisable, in whole or in part, commencing 180 days from the Act Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price of $1.21 per share of Common Stock, which is equal to one hundred and ten percent (110%) of the Public Offering Price of the Offered Securities, and will file all necessary undertakings in connection therewith. The Underwriter’s have substantially similar terms as those Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by offering, including any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating anti-dilution provisions. If no Warrants are sold in the Offering and offering, the officers or partners thereofCompany may determine not to register such Representative’s Warrants. In such event, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The UnderwriterRepresentative’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Sharesshares of Common Stock, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five three years commencing six (56) years months after the Effective Date at the Company’s expense. In addition, if the Registration Statement or any other registration statement registering the Representative’s Warrant and/or shares underlying such Representative’s Warrant is not effective at the time the Representative elects to exercise the Representative’s Warrants, then the Representative may exercise the Representative‘s Warrants on a cashless basis. The UnderwriterRepresentative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such shares of Common Stock issuable upon exercise of the Representative’s Warrants) in , are hereinafter referred to collectively as the event of recapitalization, merger or other structural transaction “Representative’s Securities” and the Offered Securities and the Representative’s Securities are collectively referred to prevent dilutionas the “Securities.” (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Representative’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (db) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus Agreement are consummated or this Agreement is terminatedconsummated, the Company hereby agrees to pay all actual costs and expenses incident to the OfferingOffering (less $50,000, including which amount was previously advanced to the followingRepresentative) (the “Advance”), including, without limitation: (i) all fees and expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ (including XBRL) and filing of the Registration Statement, Exchange Act Registration Statement, any Preliminary Prospectus (as defined below) and the Prospectus and any and all amendments and supplements thereto and other required filings with the Commission in connection with or as a result of the Offering, and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel counsels and accountants in connection with the registration preparation and filing of the Securities under Registration Statement, the Exchange Act Registration Statement, the Preliminary Prospectus, the Disclosure Package, and the OfferingFinal Prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing; (iv) all reasonable fees, expenses in connection with and disbursements relating to the qualifications registration or qualification of the Securities Shares and Warrants for offering and sale under state or foreign the “blue sky” securities or laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of Representative’s counsel with respect to such “blue sky lawssky” filings); (v) all fees and expenses in connection with listing the Offered Securities on a national securities exchangesuch stock exchange as the Company and Representative shall determine; (vi) all reasonable travel fees, expenses and disbursements relating to background checks of the Company’s officers, directors officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securitiesdirectors; (vii) all the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show expenses incurred by presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants in connection with the road show (“Road Show Expenses”); (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates preparing, printing and delivering certificates, if any, representing the Securities; (x) the cost and charges of any transfer agent, warrant agent or and/or registrar for the Securities; (xi) any reasonable costs and expenses incurred in conducting background checks stock transfer taxes, if any, payable upon the transfer of the Company’s officers and directors by a background search firm acceptable Securities from the Company to the Representative; (xii) the costs and expenses of a public relations firm as contemplated in Section 5(s) of this Agreement; (xiii) the costs of all mailing and printing of the underwriting documents (including this Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney); (xiv) the legal fees for Representative’s legal counsel (other than the legal fees associated with bound volumes “blue sky” filings, if any referenced in Section 3(b)(iv) above), which amount shall not exceed $100,000; (xv) the Representative’s accountable expenses including travel, lodging and mementos other “road show” expenses, mailing, printing and reproduction expenses and expenses incurred in connection with due diligence (excluding fees payable to Representative’s legal counsel) not to exceed $25,000; and (xvi) all other costs and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 3. (c) The Company grants the Representative the right of first refusal (“Right of First Refusal”) for a period of twelve (12) months from the date of commencement of sales of the Offering to act at very minimum as co-manager and co-book runner and/or co-placement agent, with at least 33.3% of the economics, for any and all future public and private equity financings of the Company or any successor to or any subsidiary of the Company (excluding (i) at-the-market offerings, (ii) funding from a strategic investor, or (iii) equity issued to purchase business assets or to acquire a strategic company). The Company shall provide written notice to Representative with terms of such offering and if Representative fails to accept in writing any such proposal for such public or private sale within 10 days after receipt of a written notice from the Company containing such proposal, then Representative will have no claim or right with respect to any such sale contained in any such notice. In the event the Company terminates this Agreement even though Maxim was prepared to proceed with the Offering, and the Company subsequently completes any public or private financing with any investor introduced to the Company by the Representative at any time during the nine (9) months after such termination, then the Representative shall be entitled to receive the compensation as set forth in Sections 3(a) and 3(b) hereto. (d) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination and/or suggestion shall be made by FINRA to the effect that the Underwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (e) In addition to the costs and expenses set forth in Section 3(b) above, the Company will be responsible for: (i) the cost of two (2) “tombstone” advertisements to be placed in appropriate daily or weekly periodicals of the Representative’s choice (i.e., The Wall Street Journal and The New York Times) not to exceed $5,000; and (ii) the cost of Offering commemorative lucite (or other reasonable form) memorabilia to be supplied to the Representative valued up to $1,500, in such quantities as the Representative may reasonably request. (f) It is understood, however, that except as provided in this Section 3, and Sections 7, 8 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 3, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay all out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and the aggregate amount of such expenses (including Underwriters’ Counsel fees) to be reimbursed by the Company shall not exceed $125,000, including the legal fees for Representative’s legal counsel, which amount of legal fees shall not exceed $100,000, less the $50,000 Advance; andand the Representative shall rebate any portion of the Advance to the extent it exceeds the Representative’s actual out-of-pocket expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven and half percent (77.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of an aggregate amount up to $80,000150,000, including all actual and reasonable fees and expenses of which the underwriters’ outside legal counsel; any actual and reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request. $50,000 has already been paid to the Representative Underwriters as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters Representative or its designated affiliates share purchase warrants (the “UnderwriterRepresentative’s Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares Shares, substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters.content attached hereto as Annex V. (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterThe Representative’s Warrants and the underlying securities will be locked up for 180 beginning on exercisable from the date of commencement of sales Closing Date of the Offering and will expire five (5) years after from the Effective Datedate of commencement of sales of the Offering. The UnderwriterRepresentative’s Warrants will be exercisable at a price equal to one hundred and twenty five percent (120125%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The UnderwriterRepresentative’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the UnderwriterRepresentative’s Warrants under the Act and will file all necessary undertakings in connection therewith. The UnderwriterRepresentative’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 one hundred and eighty (180) days beginning on immediately following the date of commencement of sales of the Offeringeffectiveness, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The UnderwriterUnderwriters will have the option to exercise warrants at any time, provided that such shares are not transferred during the lock-up period; the 180-day lock period will remain on these underlying shares. The Underwriters shall have the option to exercise, transfer or assign their warrants at any time from issuance but the 180-day lock period shall remain in effect for the underlying shares. The Representative’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expenseexpense in accordance with the terms set forth in the Warrant. The UnderwriterRepresentative’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities;. (xie) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $50,000, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $150,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers Advances not offset by actual expenses. (f) The Company hereby agrees to issue and directors by a background search firm acceptable sell to the Representative; Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (xiithe “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after the costs associated with bound volumes Closing Date of the Offering, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and mementos in may not be earlier than the Closing Date nor later than ten (10) business days after the date of such quantities notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may reasonably requestdetermine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date (as defined below) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; and(ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) the applicable Additional Closing Date. Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at the office of VCL Law LLP at [•], Eastern Time, on [•], or at such other place on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of DTC, unless the Representative shall otherwise instruct.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an An underwriting discount equal to seven an aggregate of nine percent (79%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering;Offering by investors introduced to the Offering by the Underwriters (to be split up as 8% gross commission and a 1% corporate finance fee), and an underwriting discount equal to an aggregate of five percent (5%) of the aggregate gross proceeds raised in the Offering by investors introduced by the Company or its affiliates; and (ii) a non-accountable expense allowance The Underwriters' Warrants. The Company shall issue to the Representative (and/or their respective designees) on the Closing Date and each Option Closing Date, as the case may be, Warrants to purchase up to an aggregate of one eight percent (18%) of the gross proceeds shares of Common Stock sold by the Offering, Underwriters to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000, of which $50,000 has already been paid investors introduced to the Representative as an advance against accountable expenses, provided however any unused portion of Offering by the accountable expense allowance Underwriters at such closing (the "Underwriters' Warrants"). The Underwriters' Warrants shall be returned to substantially in the Company form of Annex I hereto and shall be exercisable, in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters whole or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven percent (7%) of the total number of Firm Shares and Additional Shares sold in this offeringpart, to be split among the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for commencing 180 beginning on the date of commencement of sales of the Offering and will expire five (5) years days after the Effective Date and expiring on the three-year anniversary of the Effective Date. The Underwriter’s Warrants will be exercisable , at a an initial exercise price of $[●] per share, which is equal to one hundred and twenty fifteen percent (120115%) of the initial public offering price of the underlying Ordinary Firm Shares in connection with the Offeringissued at such closing. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Underwriters' Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject shares of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition Common Stock issuable upon exercise of the securities by any person Underwriters' Warrants are hereinafter referred to collectively as the "Underwriters' Securities." (b) Upon Closing of the Offering with an aggregate gross proceeds of no less than fifteen million ($15 million), the Company shall grant the Representative the right of first refusal for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they twelve (or any portion thereof12) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years months from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), Firm Securities to act as lead managing underwriting and unlimited “piggyback” registration rights book runner or as co-lead manager and co-book runner and/or co-lead placement agent for a period any and all public and private debt or equity securities ("Subsequent Financing") (excluding (i) sales to employees under any compensation or stock option plan approved by the shareholders of five (5) years after the Effective Date at the Company’s expense, (ii) shares issued in payment of the consideration for an acquisition or as part of a joint venture or other bona fide strategic relationship (the primary purpose of which is not financing) and (iii) conventional banking arrangements and commercial debt financing) of the Company or any subsidiary or successor of the Company. The Underwriter’s Warrants In the event, however, that during the twelve (12) month period detailed above, the Company retains a bulge bracket firm in connection with the Subsequent Offering, then the Representative's percentage of economics in such Subsequent Offering shall further provide for adjustment in be subject to negotiations between the number and price of such warrants (bulge bracket firm and the Ordinary Share underlying Representative, with the Representative in any instance retaining no less than 35% of the total fixed economics. If the Representative fails to accept in writing any such Warrantsproposal for such Subsequent Financing within ten (10) days after receipt of a written notice from the Company containing such proposal, then the Representative will have no claim or right with respect to any such sale contained in any such notice. If, thereafter, such proposal is modified in any material respect, the event Company will adopt the same procedure as with respect to the original proposed Subsequent Financing and the Representative shall have the right of recapitalization, merger or other structural transaction first refusal with respect to prevent dilutionsuch revised proposal. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Representative’ Underwriters' aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement Statement, the General Disclosure Package and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s 's Public Offering System; (iii) all fees, disbursements and expenses of the Company’s 's counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchangethe Nasdaq Capital Market; (vi) all reasonable travel expenses of the Company’s 's officers, directors and employees and any other expense of the Company or the Underwriters incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; Securities (vii) "Road Show Expenses"); provide, however, that all travel and lodging expenses of the road show expenses incurred representative in excess of $5,000 shall be subject to prior written approval by the Company; (viiivii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ixviii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (xix) the cost and charges of any transfer agent or registrar for the Securities; (xix) any reasonable costs and expenses incurred in conducting background checks of the Company’s 's officers and directors by a background search firm acceptable to the Representative; Representative (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably requestat a cost not to exceed $1,200 per person); and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offering: (i) an underwriting discount equal to seven percent (7%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000, of which $50,000 has already been paid to the Representative as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance acco9rdance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven percent (7%) of the total number of Firm Shares and Additional Shares sold in this offering, to be split among the Underwriters. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Warrants and the underlying securities will be locked up for 180 beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date. The Underwriter’s Warrants will be exercisable at a price equal to one hundred and twenty percent (120%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Representative’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities; (xi) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; (xii) the costs associated with bound volumes and mementos in such quantities as the Representative may reasonably request; and

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven percent (7%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Shares) raised in the Offering; (ii) a non-accountable expense allowance of one and one-half percent (11.5%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000125,000, of which $50,000 100,000 has already been paid to the Representative Underwriters as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters or its designated affiliates share purchase warrants (the “Underwriter’s Warrants”) covering a number of shares equal to seven nine percent (79%) of the total number of Firm Shares and Additional Shares sold in this offering, to be split among the UnderwritersShares. (b) In compliance with FINRA Rule 5110(e)(1), the UnderwriterThe Underwriters’s Warrants and the underlying securities will be locked up non-exercisable for 180 beginning on six (6) months after the date of commencement of sales closing of the Offering and will expire five three (53) years after the Effective Date. The UnderwriterUnderwriters’s Warrants will be exercisable at a price equal to one hundred and twenty twenty-five percent (120125%) of the public offering price of the underlying Class A Ordinary Shares in connection with the Offering. The UnderwriterUnderwriters’s Warrants shall not be redeemable. The Company will register the Class A Ordinary Shares underlying the UnderwriterUnderwriters’s Warrants under the Act and will file all necessary undertakings in connection therewith. The UnderwriterUnderwriters’s Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on immediately following the date of commencement of sales of the Offeringeffectiveness, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. .. The UnderwriterUnderwriters’s Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Class A Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Class A Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterUnderwriters’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C)Warrants holder’s expense, and unlimited “piggyback” registration rights for a period of five three (53) years after the Effective Date at the Company’s expense. The UnderwriterUnderwriters’s Warrants shall further provide for adjustment in the number and price of such warrants (and the Class A Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative Underwriters reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities; (xi) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative;Underwriters, not to exceed $15,000; and (xii) the costs associated with bound volumes and mementos in such quantities as the Representative Underwriters may reasonably request; and, not to exceed $2,500; (e) It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $100,000, including $50,000 as an advance to be applied towards the accountable expenses allowance (the “Advances”) and $50,000 paid upon the filing of the Company’s Registration Statement, all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriter’ Counsel and reasonable and accountable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $125,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Advances not offset by actual expenses.

Consideration; Payment of Expenses. (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Securities which they purchase from the Company in this Offeringare offering: (i) an underwriting discount equal to seven six and half percent (76.5%) of the aggregate gross proceeds (inclusive the Over-allotment Option to purchase the Additional Option Shares) raised in the Offering; (ii) a non-accountable expense allowance of one percent (1%) of the gross proceeds of the Offering, to be split among the Underwriters; (iii) an accountable expense allowance of up to $80,000220,000, including all reasonable fees and expenses of which the underwriters’ outside legal counsel; any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Underwriters; and the costs associated with bound volumes and mementos in such quantities as the Underwriters may reasonably request. $50,000 95,000 has already been paid to the Representative Underwriters as an advance against accountable expenses, provided however any unused portion of the accountable expense allowance shall be returned to the Company in accordance with FINRA Rule 5110(g)(4)(A); and (iv) the Company shall grant to the Underwriters or its their designated affiliates share purchase warrants (the “Underwriter’s Underwriters’ Warrants”) covering a number of shares equal to seven five percent (75%) of the total number of Firm Shares , substantially in the form and Additional Shares sold in this offering, to be split among the Underwriters.content attached hereto as Annex V. (b) In compliance with FINRA Rule 5110(e)(1), the Underwriter’s Underwriters’ Warrants and the underlying securities will be locked up for 180 day beginning on the date of commencement of sales of the Offering and will expire five (5) years after the Effective Date. The Underwriter’s Underwriters’ Warrants will be exercisable at a price equal to one hundred and twenty fifteen percent (120115%) of the public offering price of the underlying Ordinary Shares in connection with the Offering. The Underwriter’s Underwriters’ Warrants shall not be redeemable. The Company will register the Ordinary Shares underlying the Underwriter’s Underwriters’ Warrants under the Act and will file all necessary undertakings in connection therewith. The Underwriter’s Underwriters’ Warrants and the underlying securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of the Offering, except that they (or any portion thereof) may be transferred or assigned to any successor to the Underwriter, any officer, manager, member or partner of the Underwriter, as well as to any member participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Underwriter’s Underwriters’ Warrants may be exercised at any time after the issuance of the Warrants as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the UnderwriterUnderwriters’ Warrants holder’s expense expense, provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C), and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriter’s Underwriters’ Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in the event of recapitalization, merger or other structural transaction to prevent dilution. (c) The Representative reserves Underwriters reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the RepresentativeUnderwriters’ aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment. (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (i) all expenses in connection with the preparation, printing, formatting for ▇E▇▇▇▇ and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Representative Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA’s Public Offering System; (iii) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and the Offering; (iv) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (v) all fees and expenses in connection with listing the Securities on a national securities exchange; (vi) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) all the road show expenses incurred by the Company; (viii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (ix) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (x) the cost and charges of any transfer agent or registrar for the Securities; (xie) any reasonable It is understood, however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof, the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6, in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse Change, the Company will pay, less any advances previously paid which as of the date hereof is $95,000, representing an advance to be applied towards the accountable expenses allowance (the “Advances”), all documented out-of-pocket expenses of the Underwriters (including but not limited to fees and disbursements of Underwriters’ Counsel and reasonable and accountable travel) incurred in conducting background checks connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $220,000, including the Advances. To the extent that the Underwriters’ out-of-pocket expenses are less than the Advances, the Underwriters will return to the Company that portion of the Company’s officers Advances not offset by actual expenses. The Company hereby agrees to issue and directors by a background search firm acceptable sell to the Representative; Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (xiithe “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the costs associated with bound volumes aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and mementos denominations in which the Option Shares are to be registered; and (iii) the applicable Additional Closing Date. Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least two (2) business day in advance of such quantities payment at the office of VCL Law LLP at [●], Eastern Time, on [●], or at such other place on the same or such other date and time, as shall be designated in writing by the Representative may reasonably request; andUnderwriters (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Underwriters shall otherwise instruct.