Common use of Purchase Warrants Clause in Contracts

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning on the date that is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 200,000 shares of Common Stock, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]5.00, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option Date, and on each Option Closing Date, if any, a warrant or warrants (the “Representative’s WarrantWarrants”) for the to purchase of an aggregate of [●·] shares of Common Stock, representing Stock (or [·] shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) equal to 5% of the aggregate number of Firm Shares Securities and Option Securities sold in the Offering and issued on such Closing Date and Option SharesClosing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementas applicable, pursuant to a warrant agreement substantially in the form attached hereto as set forth in Exhibit A hereto (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrants shall be immediately exercisable, in whole or in part, beginning and will expire on the four- and one-half year anniversary of the date that is one hundred eighty (180) 180 days after from the date of commencement of sales of in the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●]·] per share, which is equal to 125% of the initial public offering price of the Firm SharesUnits. The Representative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof of the Representative’s Warrants (the “Representative’s Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring 5110(e) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) on the transfer of the Representative’s Warrant Agreement and Securities during the underlying shares of Common Stock for a period of one hundred eighty (180) days immediately following beginning on the date of commencement of sales of in the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a such period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) exercisable for the purchase of an aggregate of [●] shares of Common Stock, 187,500 Ordinary Shares (or 215,625 Ordinary Shares if the Underwriters exerciser the Over-allotment Option in full) representing 5% of the aggregate number of Firm Shares and the Option Sharespursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase one Ordinary Share at the exercise price thereof, with such Ordinary Share being deposited upon issuance with the Depositary (as defined herein) in exchange for an ADS. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]8.00 per share, which is equal to 125100% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement Warrant, the Ordinary Shares and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares ADSs issuable upon exercise of Common Stock for a period of the Representative Warrant during the one hundred eighty (180) days immediately following day period commencing on the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●•] shares of Common StockOrdinary Shares, representing 5% of the Firm Shares and (excluding the Option Shares), for an aggregate purchase price of $100.00. The Representative’s Warrant AgreementWarrant, in the a form of which is attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisableexercisable at any time and from time to time, in whole or in part, during a period commencing one year from the Effective Date (the “First Anniversary”), as follows: (i) one third of the Representative’s Warrant will have an exercise period of 12 months beginning on the date that First Anniversary, at an initial exercise price per Ordinary Share of $[•], which is one hundred eighty (180) days after the commencement of sales equal to 150.0% of the Public Securities issued in connection with this Offering and expiring initial public offering price per share of Ordinary Share; (ii) one third of the Representative’s Warrant will have an exercise period of 18 months beginning on the fifth (5th) year anniversary First Anniversary, at an initial exercise price per Ordinary Share of $[•], which is equal to 200.0% of the commencement initial public offering price per share of sales Ordinary Share; and (iii) one third of the Public Securities issued in connection with this Offering Representative’s Warrant will have an exercise period of 24 months beginning on the First Anniversary, at an initial exercise price per share of Common Stock Ordinary Share of $[●•], which is equal to 125250.0% of the initial public offering price per share of the Firm SharesOrdinary Share. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of Ordinary Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 55.0% of the Firm Shares and aggregate number of shares of Common Stock sold in the Option SharesOffering, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit A hereto (the “Representative’s Warrant Agreement”), . The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125120.0% of the initial public offering price of the Firm SharesClosing Units. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period issuable upon exercise of the Representative’s Warrant during the one hundred eighty (180) days immediately following day period after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, an option (“Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing 5% of the Firm Shares and the Public Securities purchased on such Closing Date or Option SharesClosing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering date hereof and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering date hereof at an initial exercise price per share of Common Stock of $[●]5.00, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Underlying Shares”) are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s WarrantWarrants”) five-year warrants for the purchase of an aggregate a number of [●] shares the Shares equal to 2.0% of Common Stock, representing 5% the number of the sum of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementif any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)A, shall be exercisable, in whole or in part, beginning on the date that is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 125] (or 115% of the initial public offering price of the per Firm SharesShare). The Representative’s Warrant Agreement Warrants and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative’s Securities are transferrable within the Representative’s organization at its discretion. The Representative’s Securities are exercisable beginning on the commencement of sales of the Offering (the “Commencement Date”) and will expire five (5) years after the Commencement Date. The Representative’s Securities are not redeemable by the Company. The Representative’s Securities provide for immediate demand and/or piggy-back registration rights at the Company’s expense. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement Warrants and the underlying shares of Common Stock for a period of Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative’s Warrants shall also have customary anti-dilution provisions for stock dividends, splits, mergers, and any future stock issuance, etc., at a price(s) below said exercise price per share and shall provide for automatic exercise immediately prior to expiration. The Representative’s Warrants will contain such other terms and conditions no less favorable to Representative than the term and conditions generally available to an unaffiliated third party under the same or similar circumstances.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant or warrants (the “Representative’s WarrantWarrants”) exercisable for the purchase of an aggregate of [●] 192,000 shares of Class A Common Stock, representing 58.0% of the Firm Shares and aggregate number of shares of Class A Common Stock sold in the Option SharesOffering, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase one share of Class A Common Stock at the exercise price thereof. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on a date which is six (6) months after the Effective Date and expiring on the date fifth anniversary of the Effective Date at an initial exercise price of $0.4125 per share of Class A Common Stock, which is equal to 110% of the public offering price per Firm Unit. The Representative’s Warrant and the shares of Class A Common Stock issuable upon exercise thereof are referred to together as the “Representative’s Securities”. The Representative understands and agrees that is there are restrictions pursuant to FINRA Rule 5110 on the transfer of the Representative’s Warrant and the shares of Class A Common Stock issuable upon exercise of the Representative’s Warrant during the one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (the “Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 55.0% (2.5% of the Firm Shares aggregate number of share of Common Stock sold as part of the Class A Units and shares of Common Stock into which the Preferred Stock sold as part of the Class B Units is convertible. (excluding the Option SharesSecurities), for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred and eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125125.0% of the initial public offering price of the Firm Shareseach Class A Unit. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days immediately following the Effective Date and by its acceptance thereof shall agree that the Representative’s Warrant and the underlying shares of Common Stock 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 Representative’s Warrant or the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued Effective Date, except as provided for in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(g)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, an option (“Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing 5% of the Firm Shares and the Option Shares, Public Securities for an aggregate purchase price of $100.00100. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Commencement Date (as defined below) and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Commencement Date, at an initial exercise price per share of Common Stock of $[●•], which is equal to 125% of the initial public offering price of the Firm Shares. “Commencement Date” shall mean the date of commencement of sales of the Common Stock issued in the Offering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Commencement Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Commencement Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant or warrants (“Representative’s Warrant”) exercisable for the purchase of an aggregate of [●] shares of 26,250 Common Stock, Shares (or 30,188 Common Shares if the Underwriters exercise the Over- allotment Option in full) representing 53% of the Firm number of Common Shares and sold in the Option SharesOffering pursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase Common Shares at the exercise price thereof. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on a date which is six (6) months after the date that is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Agreement and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering such date at an initial exercise price per share of Common Stock of $[●]4.00 per Common Share, which is equal to 125100% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares Common Shares issuable upon exercise of Common Stock for a period of the Representative’s Warrant during the one hundred and eighty (180) days immediately following day period commencing on the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days immediately following the commencement date of sales of the Public Securities issued in connection with this Offering Agreement to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 500,000 shares of Common Stock, representing 5% of the Firm Shares Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (5%) of the Option SharesShares sold on such Option Closing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after following the commencement of sales of the Public Securities issued in connection with this Offering date hereof and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering date hereof at an initial exercise price per share of Common Stock of $[●]0.625, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date (and the Option Closing Date, if applicable) an option option, in a private placement transaction, (“Representative’s Warrant”) for the purchase of an aggregate of [●] 370,000 shares of Common Stock, representing 5% of the Firm Shares and the Option Shares, Public Securities for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on a date which is six months from the date that is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Prospectus and expiring on the fifth (5th) year anniversary of the commencement of sales date of the Public Securities issued in connection with this Offering Prospectus at an initial exercise price per share of Common Stock of $[●]1.25, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales date of the Public Securities issued in connection with this Offering Prospectus and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales date of the Public Securities issued in connection with this Offering Prospectus to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (the “Representative’s Warrant”) for to purchase from the purchase Company of an aggregate of [●•] shares of Common Stock, representing 52.5% of the Firm Shares (excluding the Option Shares and the Shares of Common Stock underlying the Firm Warrants and the Option SharesWarrants), for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share shares of Common Stock of $[●•], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Placement Agent (and/or its designees) on at the Closing Date an option (“RepresentativePlacement Agent’s Warrant”) for the purchase of up to an aggregate of [●] 240,000 shares of Common Stock, representing 51.5% of the Firm Conversion Shares and underlying the Option SharesShares sold in the Offering (assuming the sale of 8,000 shares of Series B Preferred Stock in the Offering), for an aggregate purchase price of $100.00. The RepresentativePlacement Agent’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “RepresentativePlacement Agent’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Closing Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Closing Date at an initial exercise price per share of Common Stock of $[●]0.75, which is equal to 125150% of the initial public offering conversion price of the Firm Shares. The RepresentativePlacement Agent’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “RepresentativePlacement Agent’s Securities,” and the shares of Common Stock included in the Placement Agent’s Securities are sometimes referred to as the “Warrant Shares.” The Representative Placement Agent understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativePlacement Agent’s Warrant Agreement and the underlying shares of Common Stock for a Warrant Shares during the one (1) year period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Closing Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the RepresentativePlacement Agent’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (1801) days immediately year following the commencement of sales of the Public Securities issued in connection with this Offering Closing Date to anyone other than (i) an Underwriter selling agent or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Placement Agent or of any such Underwriter selling agent or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its designees) on the Closing Date an option (“Representative’s WarrantRepresentatives’ Warrants”) five- year warrants for the purchase of an aggregate a number of [●] shares the Shares equal to 2.0% of Common Stock, representing 5% the number of the sum of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementif any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)A, shall be exercisable, in whole or in part, beginning on the date that is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 1255.75 (or 115% of the initial public offering price of the per Firm SharesShare). The Representative’s Warrant Agreement Representatives’ Warrants and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives’ Securities are transferrable within the Representatives’ respective organizations at their discretion. The Representatives’ Securities are exercisable beginning on the commencement of sales of the Offering (the “Commencement Date”) and agrees will expire five (5) years after the Commencement Date. The Representatives’ Securities are not redeemable by the Company. The Representatives’ Securities provide for immediate demand and/or piggy-back registration rights at the Company’s expense. The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement Representatives’ Warrants and the underlying shares of Common Stock for a period of Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementRepresentatives’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representatives’ Warrants shall also have customary anti-dilution provisions for stock dividends, splits, mergers, and any future stock issuance, etc., at a price(s) below said exercise price per share and shall provide for automatic exercise immediately prior to expiration. The Representatives’ Warrants will contain such other terms and conditions no less favorable to Representatives than the term and conditions generally available to an unaffiliated third party under the same or similar circumstances.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 46,300 shares of Common Stock, representing 53.5% of the number of shares of Common Stock represented by the Firm Shares and sold in the Option Shares, for an aggregate purchase price Offering but excluding shares of $100.00Common Stock sold with respect to Pre-Existing Relationship Investors. The Representative’s Warrant AgreementWarrant, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)A, shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred and eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Applicable Time (as defined below) and expiring on the fifth (5th) four-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering initial exercise date at an initial exercise price per share of Common Stock of $[●]4.20, which is equal to 125120% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Applicable Time (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Applicable Time (as defined below) to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●[ ] shares of Common Stock, representing 54% of the Firm Shares sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and (ii) the Option Sharesnumber of shares of Common Stock issuable upon conversion of the Preferred Stock contained in the Class B Units sold in this offering, for an aggregate purchase price if any, but excluding shares of $100.00Common Stock underlying the Warrants issued in this offering and shares of Common Stock (and shares of Common Stock underlying any Warrants) sold, if any, upon exercise of the underwriter’s Option. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●[ ], which is equal to 125110% of the initial public offering price of the Firm SharesClass A Units sold in this offering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”) The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common StockShares, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Shares equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock Share of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) exercisable for the purchase of an aggregate of [●] shares of Common Stock, 258,823 Ordinary Shares (or 323,529 Ordinary Shares if the Underwriters exerciser the Over-allotment Option in full) representing 5% of the aggregate number of Firm Shares and the Option Sharespursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase one Ordinary Share at the exercise price thereof, with such Ordinary Share being deposited upon issuance with the Depositary (as defined herein) in exchange for an ADS. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]4.25 per share, which is equal to 125100% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement Warrant, the Ordinary Shares and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares ADSs issuable upon exercise of Common Stock for a period of the Representative Warrant during the one hundred eighty (180) days immediately following day period commencing on the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing 5Stock (which is equal to an aggregate of 7.0% of the Firm Shares and sold in the Option SharesOffering), for an aggregate purchase price of $100.0010.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on [•], 2017, the fifth (5th) three year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date. The Representative Warrant will be exercisable at an initial exercise price per share of Common Stock of $[●•], which is equal to 125120% of the initial public offering price of the each Firm SharesShare. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Shares”) are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s WarrantWarrants”) for the purchase of an aggregate of [●] shares of Common StockShares, representing 55.0% of the number of Common Shares included in the Firm Units (not including any Common Shares and into which the Option SharesFirm Warrants are exercisable), for an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s Warrant AgreementWarrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the date that is one hundred eighty (180) days after the commencement of sales one-year anniversary of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) three-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock Shares of $[●], which is equal to 125120.0% of the initial public offering price of the Firm SharesUnits. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing 5% three percent (3%) of the Firm Shares and the Public Securities, purchased on such Closing Date or Option Shares, Closing Date for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the Public Securities issued in connection with this Offering offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the Public Securities issued in connection with this Offering offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●] 50,000 shares of Common Stock, representing five percent (5% %) of the Firm Shares and the Option Sharespursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A hereto (the “Representative’s Warrant Agreement”) (excluding any Option Shares sold in the Over-Allotment Option, if any), . The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]5.00, which is equal to 125100.0% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period issuable upon exercise of the Representative’s Warrant during the one hundred eighty (180) days immediately following day period after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of 160,000 Common StockShares, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Shares equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock Share of $[●]9.375, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its designees) for the benefit of selected dealers participating in the Offering, but not to Underwriter, on the Closing Date an option (“RepresentativeUnderwriter’s Warrant”) for the purchase of an aggregate of [●] 51,986 shares of Common Stock, representing 5not more than 8% of the Firm Shares and sold by the Option SharesUnderwriter to the selected dealers participating in the Offering or other similarly situated party, for an aggregate purchase price of $100.00. The RepresentativeIn the event that the Over-allotment Option is exercised, the Company agrees to issue and sell to the Underwriter (and/or to designees of the Underwriter), on each Option Closing Date an Underwriter’s Warrant Agreementfor the purchase of an aggregate number of shares of Common Stock equal to 8% of the Option Shares sold by the Underwriter or selected dealer or similarly situated party on such Option Closing Date. The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “RepresentativeUnderwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]10.00, which is equal to 125% of the initial public offering price of the Firm Shares. The RepresentativeUnderwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “RepresentativeUnderwriter’s Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree represents that it the Underwriter have acknowledged the terms of the Underwriter’s Warrant set forth herein and that the Underwriter has agreed to execute the Underwriter’s Warrant Agreement and will not sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an the Underwriter or a selected dealer or similarly situated in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriter or of any such Underwriter selected dealer or selected dealersimilarly situated person; and only if any such transferee agrees to the foregoing lock-up restrictions. The Underwriter further understands and agrees that it shall have waived hereby and will receive no option for the purchase of shares of common stock with respect to the Firm Shares sold by the Underwriter, nor will any officer or employee of the Underwriter be entitled to receive any such option.

Purchase Warrants. The Company hereby agrees to issue and sell to On the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and the Option Sharesdate hereof, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementno additional consideration, the Company shall issue to Creditor warrants substantially in the form attached hereto as at Exhibit A II, (the “Representative’s Purchase Warrants”) to purchase the number of shares of Common Stock equal to (i) $2,870,332 (the “Warrant AgreementAmount”)) multiplied by 0.83, divided by (ii) the Closing Bid Price of the Common Stock as of the date of the Initial Exchange. The exercise price for the Purchase Warrants shall be exercisableone hundred ten percent (110%) of the Closing Bid Price of the Common Stock as of the date of the Initial Exchange. In the event that the Creditor does not acquire all of the Subsequent Debt then the Company may repurchase from Creditor for $1.00 a number of the Purchase Warrants equal to 0.83 multiplied by (x) (A) the Warrant Amount less (B) any Debt (other than Debt acquired by Dominion Capital, in whole or in partLLC) that is exchanged for Exchange Shares less (C) any Existing Debt (other than Debt acquired by Dominion Capital, beginning LLC) held by Creditor on the date that is one hundred eighty (180) days after the commencement of sales Company notifies Creditor of the Public Securities issued in connection with this Offering and expiring on exercise of its repurchase option; divided by (y) the fifth (5th) year anniversary Closing Bid Price of the commencement of sales Common Stock as of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 125% date of the initial public offering price of the Firm SharesInitial Exchange. The Representative’s Warrant Agreement Company shall file with the United States Securities and Exchange Commission (the “SEC”) within fifteen (15) calendar days from the date of Shareholder Approval a new registration statement (the “Registration Statement”) covering the sale of the shares of Common Stock issuable upon underlying the exercise thereof are hereinafter referred to together as of the “Representative’s Securities.” The Representative understands Purchase Warrants by the Creditor, and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring if the Representative’s Warrant Agreement and Registration Statement is not declared effective within forty-five (45) calendar days from the underlying date of Shareholder Approval, the Company shall incur penalties of 1% of the aggregate purchase price of the shares of Common Stock for a period of one hundred eighty (180) days immediately following underlying the commencement of sales exercise of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementPurchase Warrants per month for each month, or any portion thereofpartial month, or be that the subject SEC fails to declare such Registration Statement effective, until the 12-month anniversary of any hedgingthe date of issuance of the Purchase Warrants, short provided that on such date the shares of Common Stock underlying the exercise of the Purchase Warrants are eligible for sale, derivativewithout restriction, put or call transaction that would result in under Rule 144. Penalties incurred under the effective economic disposition of such securities for a period of one hundred eighty (180Section 1(h) days immediately following shall be payable by the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees Company to the foregoing lock-up restrictionsCreditor in cash.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, an option (“Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing 54% of the Firm Shares and the Option SharesPublic Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of in the Public Securities issued in connection with this Offering and expiring on the fifth (5th) five-year anniversary of the commencement of sales of in the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of in the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of in the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s WarrantWarrants”) for the purchase of an aggregate of [●] 60,000 shares of Common Stock, representing 5% six percent (6%) of the Firm Shares and pursuant to a warrant agreement, representing the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant AgreementWarrants, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), . The Representative’s Warrants shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]4.15, which is equal to 125% one hundred percent (100%) of the initial public offering price of the Firm SharesUnits. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the Representative’s Warrant Agreement Warrants and the underlying shares of Common Stock for a period issuable upon the exercise of the Representative’s Warrants during the one hundred and eighty (180) days immediately following day period after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●] 261,000 shares of Common Stock, representing 5% eight percent (8%) of the Firm Shares and the Option Sharespursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A hereto (the “Representative’s Warrant Agreement”) (excluding any Option Shares sold in the Over-Allotment Option, if any), . The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]4.40, which is equal to 125110.0% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period issuable upon exercise of the Representative’s Warrant during the one hundred eighty (180) days immediately following day period after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning on the date that is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●•], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 750,000 shares of Common Stock, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning on the date that is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option Date, and the Option Closing Date, if applicable, a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% five percent (5.0%) of the Firm Shares and the Option SharesPublic Securities sold on such date, for an aggregate purchase price of $100.00[●]. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% one hundred twenty-five percent (125.0%) of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following day period after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (or its designees) on the Closing Date a warrant (“Representative’s Warrant”) to purchase up to an aggregate of [•] shares of Common Stock, representing 5% of the Firm Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on the each Option Closing Date an option (“a Representative’s Warrant”) Warrant for the purchase of an aggregate number of [●] shares of Common Stock, representing Stock equal to five percent (5% %) of the Firm Option Shares and the sold on such Option Shares, for an aggregate purchase price of $100.00Closing Date. The Each Representative’s Warrant Agreement, will be issued in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), and shall be exercisableexercisable at any time and from time to time, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued public offering (the “Effective Date”) as contemplated by the Registration Statement (as defined in connection with this Offering Section 2.1.1 below) and expiring on the fifth four (5th4) year anniversary of the commencement of sales of date that is one hundred and eighty (180) days after the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to one hundred twenty five percent (125% %) of the initial public offering price per share of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any 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 such securities for a period of one hundred eighty (180) days immediately following the commencement Effective Date except as provided in paragraph (e)(2) of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealerFINRA Rule 5110; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a registered warrant (the “Representative’s Warrant”) for the purchase of an aggregate of [●] ______________shares of Common Stock, representing 52% of the number of Shares sold in the Firm Units (and excluding Shares and sold in the Option Shares, for an aggregate purchase price of $100.00Units). The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A C (the “Representative’s Warrant Agreement”), shall be exercisableexercisable at any time and from time to time, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]_____, which is equal to 125125.0% of the initial public offering price per share of the Firm SharesShares included in the Firm Units. Accordingly, the Representative’s Warrant is subject to a one-year lock-up period from the Effective Date. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately year following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option two separate warrants (the “RepresentativeUnderwriter’s WarrantWarrants”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The Representativefirst of the Underwriter’s Warrant AgreementWarrants is a warrant for the purchase of an aggregate of 2,000 Series A Preferred Shares, representing a total equal to 1% of the Firm Shares (the “Underwriter’s Firm Warrants for Preferred Shares”). The second of the Underwriter’s Warrants is a warrant for the purchase of an aggregate of 16,000 warrants each exercisable into one Common Share, representing a total equal to 1% of the Firm Warrants (the “Underwriter’s Firm Warrants for Common Shares Warrants”). The warrant agreement for the Underwriter’s Firm Warrants for Preferred Shares, in the form attached hereto as Exhibit A A-1 (the “RepresentativeUnderwriter’s Warrant AgreementAgreement for Series A Preferred Shares”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales effective date (the “Effective Date”) of the Public Securities issued Registration Statement (as defined in connection with this Offering Section 2.1.1 below) and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock Series A Preferred Share of $[●], which is equal to 125% of the initial public offering price of the Firm Shares24.92. The Representativewarrant agreement for the Underwriter’s Firm Warrants for Common Share Warrants, in the form attached hereto as Exhibit A-2 (the “Underwriter’s Warrant Agreement for Common Share Warrants”, and together with the Underwriter’s Warrant Agreement for Series A Preferred Shares, the “Underwriter’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Underwriter’s Firm Warrant for Common Shares Warrants of $0.01. Underlying each Underwriter’s Firm Warrant for Common Shares Warrant shall be a common share warrant with the same terms and conditions of the Public Warrants (defined above), including, the initial Exercise Price (as such term is defined in the Public Warrant) of the common share warrants shall be $1.40 per Common Share. The Underwriter’s Warrant Agreements and the shares of Common Stock Series A Preferred Shares and warrants issuable upon exercise thereof and the Preferred Conversion Shares issuable upon exercise of the Underwriter’s Firm Warrants for Preferred Shares and the Common Shares issuable upon conversion of such Preferred Shares and the Common Shares issuable upon exercise of the Underwriter’s Firm Warrants for Common Shares Warrants are hereinafter referred to together as the “RepresentativeUnderwriter’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Warrant Agreement Warrants and the underlying shares Series A Preferred Shares and warrants during the one hundred eighty (180) days immediately following the Effective Date and by its acceptance thereof shall agree that the Underwriter’s Warrants and the Series A Preferred Shares and warrants shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of Common Stock any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Underwriter’s Warrants or the underlying Series A Preferred Shares and warrants by any person for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued Effective Date, except as provided for in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(g)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option Date, and on each Option Closing Date, if any, a warrant or warrants (the “Representative’s WarrantWarrants”) for the to purchase of an aggregate of [●·] shares of Common Stock, representing 5Stock (or [·] shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) equal to 2.5% of aggregate number of Firm Securities and Option Securities sold in the Firm Shares Offering and the issued on such Closing Date and Option SharesClosing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementas applicable, pursuant to a warrant agreement substantially in the form attached hereto as set forth in Exhibit A hereto (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrants shall be exercisable, in whole or in part, beginning commencing on the date that is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering issuance and expiring on the fifth (5th) five-year anniversary of the commencement of sales of in the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●]·] per share, which is equal to 125% of the initial public offering price of the Firm SharesUnits. The Representative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof of the Representative’s Warrants (the “Representative’s Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring 5110(e) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) on the transfer of the Representative’s Warrant Agreement and Securities during the underlying shares of Common Stock for a period of one hundred eighty (180) days immediately following beginning on the date of commencement of sales of in the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a such period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option Date, and on each Option Closing Date, if any, a warrant or warrants (the “Representative’s WarrantWarrants”) for the to purchase of an aggregate of [●] 112,500 shares of Common Stock, representing 5Stock (or 129,375 shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) equal to 5.0% of the aggregate number of Firm Shares and Option Shares issued on such Closing Date and Option Closing Date, as applicable, sold in the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, Offering pursuant to a warrant agreement substantially in the form attached hereto as set forth in Exhibit A hereto (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]4.00 per share, which is equal to 125100% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof of the Representative’s Warrant (the “Representative’s Shares” and, together with the Public Shares, the “Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period issuable upon exercise of the Representative Warrant during the one hundred eighty (180) days immediately following day period commencing on the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Provided that the amount of Total Non-Affiliate Proceeds of the Offering exceeds $15,000,000, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 480,000 shares of Common Stock, representing 53% of the Firm Shares and (excluding the Option Shares) sold to non-affiliates in the Offering, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]1.50, which is equal to 125150% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant or warrants (the “Representative’s Warrant”) exercisable for the purchase of an aggregate of [●] 95,000 shares of Common Stock, Stock (or 109,250 shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) representing 5% of the Firm Shares and aggregate number of shares of Common Stock sold in the Option SharesOffering pursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) four and a half-year anniversary period of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]4.40 per share, which is equal to 125110% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period issuable upon exercise of the Representative Warrant during the one hundred eighty (180) days immediately following day period commencing on the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on a warrant (the Closing Date an option (“Representative’s Warrant”) for the to purchase of up to an aggregate number of [●] shares of Common Stock, ADSs representing 5% of the Firm Shares and the Option SharesADSs, for an aggregate purchase price of $100.00, and shall, as promptly as possible following the Closing but in no event later than the Company’s Annual General Meeting to be held in November 2024, hold a meeting of the shareholders of the Company (the “Meeting”) to approve the issuance of the Representative’s Warrant, including the issuance of the ADSs and Ordinary Shares underlying the Representative’s Warrant (the “Proposal”). The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock ADS of $[●__], which is equal to 125150% of the initial public offering price of the Firm SharesADSs. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on the Warrant Delivery Date (as defined below) a Representative’s Warrant for the purchase of an aggregate number of ADSs equal to five percent (5%) of the Option ADSs sold on such Option Closing Date. The Representative’s Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of ADSs during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option two separate warrants (collectively, the “Representative’s WarrantWarrants”) ), for an aggregate purchase price of $ . The first of the Representative’s Warrants is a warrant for the purchase of an aggregate of [●] shares of Common Series A Preferred Stock, collectively representing 5a number of shares of Series A Preferred Stock equal to 1% of the Firm Shares and (the Option Shares, “Representative’s Warrants for Series A Preferred Stock”). The second of the Representative’s Warrants is a warrant for the purchase of an aggregate of Warrants, each exercisable to purchase one share of Common Stock at an initial exercise price of $100.00$ per share of Common Stock, collectively representing a number of Warrants equal to 1% of the Firm Warrants (the “Representative’s Warrants for Common Stock Warrants”). The warrant agreement for the Representative’s Warrant AgreementWarrants for Series A Preferred Stock, in the form attached hereto as Exhibit A A-1 (the “Representative’s Warrant AgreementAgreement for Series A Preferred Stock”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales effective date (the “Effective Date”) of the Public Securities issued Registration Statement (as defined in connection with this Offering Section 2.1.1 below) and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date, at an initial exercise price per share of Series A Preferred Stock of $ . The warrant agreement for the Representative’s Warrants for Common Stock Warrants, in the form attached hereto as Exhibit A-2 (the “Representative’s Warrant Agreement for Common Stock Warrants”, and together with the Representative’s Warrant Agreement for Series A Preferred Stock, the “Representative’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of $the Effective Date, at an initial exercise price per Representative’s Warrant for Common Stock Warrant of $ . Underlying each Representative’s Warrant for Common Stock Warrant shall be a Warrant that is the same Warrant as the Public Warrants being offered and sold in the Offering, with the same terms and conditions as the Public Warrants, including the initial Exercise Price (as such term is defined in the Public Warrants) of each such Warrant underlying the Representative’s Warrants for Common Stock Warrants shall be $ per share of Common Stock (the “Underlying Common Stock Warrants”). The Underlying Common Stock Warrants issued upon exercise of the Representative’s Warrant for Common Stock Warrants shall be governed by the warrant agency agreement (including all annexes and attachments thereto) between the Company and [●], which is equal as warrant agent (the “Warrant Agent”), to 125% of be executed and delivered by the initial public offering price of Company and the Firm SharesWarrant Agent on or prior to the Closing Date, substantially in the form thereof (including the annexes and attachments thereto) filed as Exhibit [●] to the Registration Statement (together with all annexes and attachments thereto, the “Warrant Agency Agreement”). The Representative’s Warrant Agreement for Series A Preferred Stock and the Representative’s Warrants for Series A Preferred Stock represented thereby, the Representative’s Warrant Agreement for Common Stock Warrants and the Representative’s Warrants for Common Stock Warrants represented thereby, the shares of Series A Preferred Stock issuable upon exercise of the Representative’s Warrants for Series A Preferred Stock pursuant to the Representative’s Warrant Agreement for Series A Preferred Stock, and the Preferred Conversion Shares issuable upon conversion of such shares of Series A Preferred Stock pursuant to the Certificate of Designation, the Underlying Common Stock Warrants issuable upon exercise of the Representative’s Warrants for Common Stock Warrants pursuant to the Representative’s Warrant Agreement for Common Stock Warrants, and the shares of Common Stock issuable upon exercise thereof of the Common Stock Warrants pursuant to the Warrant Agency Agreement are hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement Securities during the one hundred eighty (180) days immediately following the Effective Date and by its acceptance thereof shall agree that the underlying shares Representative’s Securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of Common Stock any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Securities by any person for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued Effective Date, except as provided for in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the of the sum of the Firm Shares, the Option Shares and the Option shares of Common Stock underlying the Firm Preferred Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 5110(g) against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer, or as otherwise permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing Stock (which is equal to an aggregate of 5% of the shares of Common Stock underlying the Firm Shares and Securities sold in the Option SharesOffering (excluding the Warrants sold in the Offering)), for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to 125% of the initial public offering price of each share of Common Stock underlying the Firm SharesSecurities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of one hundred eighty (180) days immediately following during the commencement of sales of first year after the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) on the Closing Date an option warrants (“Closing Date Representative’s WarrantWarrants”) for the purchase of an aggregate of [●] shares of Common StockOrdinary Shares, representing 5% three percent (3%) of the Firm number of Ordinary Shares sold in this Offering and (ii) on each Option Closing Date, if any, warrants (together with the Option Closing Date Representative’s Warrant, the “Representative’s Warrants”) for the purchase of up to an aggregate of [●] Ordinary Shares, for an aggregate purchase price representing three percent (3%) of $100.00the number of Ordinary Shares sold upon exercise of Underwriters’ Over-allotment Option. The agreement representing the Representative’s Warrant AgreementWarrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the date that which is one hundred eighty six (1806) days months from the Closing Date and ending the four and a half-years after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Closing Date at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to 125% one hundred percent (100%) of the initial public offering price of the Firm SharesUnits. The Representative’s Warrant Agreement Warrants and the shares of Common Stock Ordinary Shares issuable upon exercise thereof of the Representative’s Warrants (the “Representative Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement Warrants and the underlying shares of Common Stock for a period of Ordinary Shares during the one hundred and eighty (180) days immediately following day period from the date of commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrants or any underlying Shares, or any portion thereof, or nor will they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days immediately following from the date of commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner partner, affiliate or associated person of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, and the Option Closing Date an option if applicable, a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●up to [ ] shares of Common Stock, representing 5% of the Firm Shares, Firm Pre-Funded Warrants, Option Shares and the Option SharesPre-Funded Warrants sold on such date, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●[ ], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) for the to purchase of up to an aggregate of [●___] shares of Common StockOrdinary Shares, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The , to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), which Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock Ordinary Share of $[●___], which is equal to 125% of the initial public offering price of the Firm Shares. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of Ordinary Shares equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of Ordinary Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option one or more warrants (each a “Representative’s Warrant”) for the to purchase of up to an aggregate of [●] 86,250 shares of Common Stock, representing 5% of the Firm Shares and the Option Sharessold on such date, for an aggregate purchase price of $100.00. The , each to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the each a “Representative’s Warrant Agreement”), which Representative’s Warrants shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering date hereof and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering date hereof at an initial exercise price per share of Common Stock of $[●]0.875, which is equal to one hundred twenty five percent (125% %) of the initial public offering price of the Firm Shares. The Each Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the a Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the any Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer officer, partner, related person or partner affiliate of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 533,333 shares of Common Stock, representing 54% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (4%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering date hereof and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering date hereof at an initial exercise price per share of Common Stock of $[●]5.625, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) for the to purchase of up to an aggregate of [●] shares of Common StockOrdinary Shares, representing 5% of the Firm Shares and the Option SharesPublic Securities, for an aggregate purchase price of $100.00. The , to be issued pursuant to a Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), which Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales effective date (“Effective Date”) of the Public Securities issued Registration Statement (as defined in connection with this Offering Section 2.1.1 below) and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock Ordinary Share of $[●], which is equal to one hundred twenty five percent (125% %) of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of Ordinary Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 640,000 shares of Common Stock, representing 54% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to four percent (4%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering date hereof and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering date hereof at an initial exercise price per share of Common Stock of $[●]0.625, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering date hereof to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing five percent (5% %) of the Firm Shares and the Option SharesPublic Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the Public Securities issued in connection with this Offering offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the Public Securities issued in connection with this Offering offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) Underwriters or their designees on the Closing Date an option (the “Representative’s Underwriters’ Warrant”) for the purchase of an aggregate of [●] 319,489 shares of Common Stock, representing five percent (5% %) of the number of shares of Common Stock represented by the Firm Shares and (excluding the Option Shares, for an aggregate purchase price of $100.00). The Representative’s Underwriters’ Warrant Agreementagreement, in the form attached hereto as Exhibit A B (the “Representative’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on a date which is one (1) year after the date that is one hundred eighty of Effective Date (180as hereinafter defined) days after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth five (5th) year 5)-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date (as hereinafter defined) at an initial exercise price per share of Common Stock of $[●]3.9125, which is equal to 125% of the initial public offering price of the per Firm SharesUnit. The Representative’s Underwriters’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Underwriters’ Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Underwriters’ Warrant Agreement and the underlying shares of Common Stock for a period of one during the three hundred eighty sixty (180360) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering and Effective Date (as hereinafter defined) and, by its acceptance thereof thereof, shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representative’s Underwriters’ Warrant Agreement, or any 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 such securities for a period of one three hundred eighty sixty (180360) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date (as hereinafter defined) to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, Offering or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Underwriters’ Warrant will be allocated as further articulated in Schedule 1 herein. “Effective Date” shall mean the date that the Commission declares the Registration Statement effective.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its their respective designees) on the Closing Date an option or at the Option Closing Date (if any) warrants (the “Representative’s WarrantWarrants”) exercisable for the purchase of an aggregate of [●] shares of Common Stock, 112,500 Ordinary Shares (or 129,375 Ordinary Shares if the Underwriters exercise the Over-allotment Option in full) representing 5% three percent (3%) of the Firm aggregate number of Ordinary Shares and sold in the Option SharesOffering pursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase the Ordinary Shares at the exercise price thereof. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the date that which is one hundred eighty (180) 180 days after from the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary date of the commencement of sales of this Offeringor after an Option Closing Date (if any) and expiring on such date that is five (5) years after the Public Securities issued in connection with this Offering Closing Date or Option Closing Date (if any) at an initial exercise price per share of Common Stock of $[●]4.40 per share, which is equal to 125110% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The ”. Each of the Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares Ordinary Shares issuable upon exercise of Common Stock for a period of the Representative’s Warrant during the one hundred eighty (180) days immediately following day period beginning on the date of commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be subject the subject of Representative’s Warrant to any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Representatives’ Securities for a period of one hundred eighty (180) days immediately following beginning on the date of commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing 5% of the Firm Shares and the Public Securities purchased on such Closing Date or Option SharesClosing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]1.25, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the Public Securities issued in connection with this Offering offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the Public Securities issued in connection with this Offering offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option Date, and on each Option Closing Date, if any, a warrant or warrants (the “Representative’s WarrantWarrants”) for the to purchase of an aggregate of [●] shares of Common Stock, representing 5Stock (or [●] shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) equal to 5.0% of the aggregate number of Firm Shares and Option Shares issued on such Closing Date and Option Closing Date, as applicable, sold in the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, Offering pursuant to a warrant agreement substantially in the form attached hereto as set forth in Exhibit A hereto (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]] per share, which is equal to 125100% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof of the Representative’s Warrant (the “Representative’s Shares” and, together with the Public Shares, the “Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period issuable upon exercise of the Representative Warrant during the one hundred eighty (180) days immediately following day period commencing on the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (the “Representative’s Warrant”) for the purchase of an aggregate of [●] 143,482 shares of Common Stock, representing 53.0% of the Firm Shares and quotient of the Option Sharesgross proceeds from this Offering (excluding any exercise of the over-allotment option) divided by $3.00, which is the last closing price of the Common Stock on the NYSE American LLC (“NYSE American”) prior to the execution of this Agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that is one hundred and eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering (the “Commencement Date”) and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Commencement Date at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 125125.0% of $3.00, which is the initial public offering last closing price of the Firm SharesCommon Stock on the NYSE American prior to the execution of this Agreement. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days immediately following the Commencement Date and by its acceptance thereof shall agree that the Representative’s Warrant and the underlying shares of Common Stock 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 Representative’s Warrant or the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued Commencement Date, except as provided for in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(e)(1).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Underwriter (and/or its designees) ), but not to Underwriter, on the Closing Date an option (“RepresentativeUnderwriter’s Warrant”) for the purchase of an aggregate of [●____] [same number as Firm Shares sold at $3.68] shares of Common Stock, representing 5% [8%] of the Firm Shares and sold by the Option SharesUnderwriter to a selected dealer or other similarly situated party, for an aggregate purchase price of $100.00. The RepresentativeIn the event that the Over-allotment Option is exercised, the Company agrees to issue and sell to the Underwriter (and/or to designees of the Underwriter), on each Option Closing Date an Underwriter’s Warrant Agreementfor the purchase of an aggregate number of shares of Common Stock equal to [8%] of the Option Shares sold by the Underwriter or selected dealer or similarly situated party on such Option Closing Date. The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “RepresentativeUnderwriter’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●____], which is equal to 125% of the initial public offering price of the Firm Shares. The RepresentativeUnderwriter’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “RepresentativeUnderwriter’s Securities.” The Representative Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the RepresentativeUnderwriter’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree represents that it the Underwriter have acknowledged the terms of the Underwriter’s Warrant set forth herein and that the Underwriter has agreed to execute the Underwriter’s Warrant Agreement and will not sell, transfer, assign, pledge or hypothecate the RepresentativeUnderwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an the Underwriter or a selected dealer or similarly situated in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Underwriter or of any such Underwriter selected dealer or selected dealersimilarly situated person; and only if any such transferee agrees to the foregoing lock-up restrictions. The Underwriter further understands and agrees that it shall have waived hereby and will receive no option for the purchase of shares of common stock with respect to the Firm Shares sold by the Underwriter, nor will any officer or employee of the Underwriter be entitled to receive any such option.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) Underwriters or their designees on the Closing Date an option (the “Representative’s Underwriters’ Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing five percent (5% %) of the number of shares of Common Stock represented by the Firm Shares and (excluding the Option Shares, for an aggregate purchase price of $100.00). The Representative’s Underwriters’ Warrant Agreementagreement, in the form attached hereto as Exhibit A B (the “Representative’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that is one hundred eighty (1801) days year after the commencement date of sales of the Public Securities issued in connection with this Offering Effective Date (as hereinafter defined) and expiring on the fifth five (5th) year 5)-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date (as hereinafter defined) at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the per Firm SharesUnit. The Representative’s Underwriters’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Underwriters’ Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Underwriters’ Warrant Agreement and the underlying shares of Common Stock for a period of one during the three hundred eighty sixty (180360) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering and Effective Date (as hereinafter defined) and, by its acceptance thereof thereof, shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representative’s Underwriters’ Warrant Agreement, or any 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 such securities for a period of one three hundred eighty sixty (180360) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date (as hereinafter defined) to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, Offering or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Underwriters’ Warrant will be allocated as further articulated in Schedule 1 herein. “Effective Date” shall mean the date that the Commission declares the Registration Statement effective.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●•] ([•]) shares of Common Stock, representing which is equal to an aggregate of 5% of the shares of Common Stock underlying the Firm Shares and Securities sold in the Option SharesOffering (excluding the Firm Warrants sold in the Offering), for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share shares of Common Stock of $[●•], which is equal to 125% of the initial public offering price of each share of Common Stock underlying the Firm SharesSecurities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 180,000 shares of Common Stock, representing 56% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The , pursuant to the terms of the Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date an additional Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to 6% of the Option Shares sold on such Option Closing Date. The Representative’s Warrants shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of in the Public Securities issued in connection with this Offering and expiring on the fifth (5th) three-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering such date at an initial exercise price per share of Common Stock of $[●]15.625, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement Warrants and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of in the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of in the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 2,000,000 shares of Common Stock, representing 5% of the Firm Shares sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and (ii) the Option Sharesnumber of shares of Common Stock issuable upon conversion of the Preferred Stock contained in the Class B Units sold in this offering, if any, but excluding shares of Common Stock underlying the Warrants issued in this offering and shares of Common Stock (and shares of Common Stock underlying any Warrants) sold, if any, upon exercise of the underwriter’s Over-allotment Option, for an aggregate purchase price of $100.00100. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]0.1875, which is equal to 125% of the initial public offering price of the Firm SharesClass A Units sold in this offering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 250,000 shares of Common Stock, representing 5% of the Firm Shares and the Option SharesPublic Securities, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designeesdesignees as set forth in the Representative’s Warrant Agreement (as defined below)) on the Closing Date an option a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing 5% of the Firm Shares and (excluding the Option Additional Shares), for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to 125% of the initial public offering price of the Firm SharesShares set forth on the cover page of the Prospectus. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, an option (“Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock, representing 5% of the Firm Shares and the Option SharesPublic Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that is one hundred eighty (180) days after immediately following the commencement of sales of the Public Securities securities issued in connection with this Offering offering and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities securities issued in connection with this Offering offering at an initial exercise price per share of Common Stock of $[●]7.50, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a the period of one hundred eighty (180) days immediately following beginning on the date of commencement of sales of the Public Securities securities issued in connection with this Offering offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following beginning on the date of commencement of sales of the Public Securities securities issued in connection with this Offering offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its their respective designees) on the Closing Date an option or at the Option Closing Date (if any) warrants (the “Representative’s WarrantWarrants”) exercisable for the purchase of an aggregate of [●[ ] shares of Common Stock, Ordinary Shares (or [ ] Ordinary Shares if the Underwriters exercise the Over-allotment Option in full) representing 5% three percent (3%) of the Firm aggregate number of Ordinary Shares and sold in the Option SharesOffering pursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase the Ordinary Shares at the exercise price thereof. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the date that which is one hundred eighty (180) 180 days after from the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary date of the commencement of sales of this Offeringor after an Option Closing Date (if any) and expiring on such date that is five (5) years after the Public Securities issued in connection with this Offering Closing Date or Option Closing Date (if any) at an initial exercise price per share of Common Stock of $[●][ ] per share, which is equal to 125110% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The ”. Each of the Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares Ordinary Shares issuable upon exercise of Common Stock for a period of the Representative’s Warrant during the one hundred eighty (180) days immediately following day period beginning on the date of commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be subject the subject of Representative’s Warrant to any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Representatives’ Securities for a period of one hundred eighty (180) days immediately following beginning on the date of commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing 5% three percent (3%) of the Firm Shares and the Public Securities, purchased on such Closing Date or Option SharesClosing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●__], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the Public Securities issued in connection with this Offering offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the date of effectiveness or commencement of sales of the Public Securities issued in connection with this Offering offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option and Option Closing Date, as applicable, a warrant (“Representative’s Warrant”) for the to purchase of up to an aggregate number of [●] shares of Common Stock, ADSs representing 5% of the Firm Shares and the Option SharesPublic Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) four-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock ADS of $[●], which is equal to 125150% of the initial public offering price of the Firm SharesADSs. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of ADSs equal to five percent (5%) of the Option ADSs sold on such Option Closing Date. The Representative’s Warrant Agreement and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of ADSs during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) exercisable for the purchase of an aggregate of [●] shares of Common Stock, ______ Ordinary Shares (or ______ Ordinary Shares if the Underwriters exercise the Over-allotment Option in full) representing 53% of the aggregate number of Firm Shares and the Option Sharespursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”). Each Representative’s Warrant entitles the holder thereof to purchase one Ordinary Share at the exercise price thereof, with such Ordinary Share being deposited upon issuance with the Depositary (as defined herein) in exchange for an ADS. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]8.00 per share, which is equal to 125100% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement Warrant, the Ordinary Shares and the shares of Common Stock ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares ADSs issuable upon exercise of Common Stock for a period of the Representative Warrant during the one hundred eighty (180) days immediately following day period commencing on the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% eight percent (8%) of the Firm Shares and the Option Sharespursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A hereto (the “Representative’s Warrant Agreement”) (excluding any Option Shares sold in the Over-Allotment Option, if any), . The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125110.0% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring upon transfer of the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period issuable upon exercise of the Representative’s Warrant during the one hundred eighty (180) days immediately following day period after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and the Option SharesPublic Securities, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning on the date that is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●•] shares of Common StockOrdinary Shares, representing 54% of the Firm Shares and (excluding the Option Shares), for an aggregate purchase price of $100.00. The Representative’s Warrant AgreementWarrant, in the a form of which is attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisableexercisable at any time and from time to time, in whole or in part, during a period commencing one year from the Effective Date (the “First Anniversary”), as follows: (i) one quarter of the Representative’s Warrant will have an exercise period of 48 months beginning on the date that First Anniversary, at an initial exercise price per Ordinary Share of $[•], which is equal to 150.0% of the initial public offering price per share of Ordinary Share; (ii) one hundred eighty (180) days half of the Representative’s Warrant will have an exercise period of 42 months beginning six months after the commencement First Anniversary, at an initial exercise price per Ordinary Share of sales $[•], which is equal to 200.0% of the Public Securities issued in connection with this Offering initial public offering price per share of Ordinary Share; and expiring on the fifth (5thiii) year anniversary one quarter of the commencement Representative’s Warrant will have an exercise period of sales of 36 months beginning one year following the Public Securities issued in connection with this Offering First Anniversary, at an initial exercise price per share of Common Stock Ordinary Share of $[●•], which is equal to 125250.0% of the initial public offering price per share of the Firm SharesOrdinary Share. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of Ordinary Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning on the date that is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●•], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Provided that the amount of Total Non-Affiliate Proceeds of the Offering exceeds $15,000,000, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing 53% of the Firm Shares and (excluding the Option Shares) sold to non-affiliates in the Offering, for an aggregate purchase price of [$100.00]. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●•], which is equal to 125150% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option two separate warrants (collectively, the “Representative’s WarrantWarrants”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and the Option Shares), for an aggregate purchase price of $100.00. The first of the Representative’s Warrant AgreementWarrants is a warrant for the purchase of an aggregate of 12,000 shares of Series A Preferred Stock, collectively representing a number of shares of Series A Preferred Stock equal to 1% of the Firm Shares (the “Representative’s Warrants for Series A Preferred Stock”). The second of the Representative’s Warrants is a warrant for the purchase of an aggregate of 36,000 Warrants, each exercisable to purchase one share of Common Stock at an initial exercise price of $5.00 per share of Common Stock, collectively representing a number of Warrants equal to 1% of the Firm Warrants (the “Representative’s Warrants for Common Stock Warrants”). The warrant agreement for the Representative’s Warrants for Series A Preferred Stock, in the form attached hereto as Exhibit A A-1 (the “Representative’s Warrant AgreementAgreement for Series A Preferred Stock”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales effective date (the “Effective Date”) of the Public Securities issued Registration Statement (as defined in connection with this Offering Section 2.1.1 below) and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date, at an initial exercise price per share of Common Series A Preferred Stock of $[●]24.97. The warrant agreement for the Representative’s Warrants for Common Stock Warrants, in the form attached hereto as Exhibit A-2 (the “Representative’s Warrant Agreement for Common Stock Warrants”, and together with the Representative’s Warrant Agreement for Series A Preferred Stock, the “Representative’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is equal to 125% one hundred eighty (180) days after the Effective Date and expiring on the five-year anniversary of the Effective Date, at an initial public offering exercise price per Representative’s Warrant for Common Stock Warrant of $0.01. Underlying each Representative’s Warrant for Common Stock Warrant shall be a Warrant that is the same Warrant as the Public Warrants being offered and sold in the Offering, with the same terms and conditions as the Public Warrants, including the initial Exercise Price (as such term is defined in the Public Warrants) of each such Warrant underlying the Representative’s Warrants for Common Stock Warrants shall be $5.00 per share of Common Stock (the “Underlying Common Stock Warrants”). The Underlying Common Stock Warrants issued upon exercise of the Firm SharesRepresentative’s Warrant for Common Stock Warrants shall be governed by the warrant agency agreement (including all annexes and attachments thereto) between the Company and Mountain Share Transfer, LLC, as warrant agent (the “Warrant Agent”), to be executed and delivered by the Company and the Warrant Agent on or prior to the Closing Date, substantially in the form thereof (including the annexes and attachments thereto) filed as Exhibit 4.4 to the Registration Statement (together with all annexes and attachments thereto, the “Warrant Agency Agreement”). The Representative’s Warrant Agreement for Series A Preferred Stock and the Representative’s Warrants for Series A Preferred Stock represented thereby, the Representative’s Warrant Agreement for Common Stock Warrants and the Representative’s Warrants for Common Stock Warrants represented thereby, the shares of Series A Preferred Stock issuable upon exercise of the Representative’s Warrants for Series A Preferred Stock pursuant to the Representative’s Warrant Agreement for Series A Preferred Stock, and the Preferred Conversion Shares issuable upon conversion of such shares of Series A Preferred Stock pursuant to the Certificate of Designation, the Underlying Common Stock Warrants issuable upon exercise of the Representative’s Warrants for Common Stock Warrants pursuant to the Representative’s Warrant Agreement for Common Stock Warrants, and the shares of Common Stock issuable upon exercise thereof of the Common Stock Warrants pursuant to the Warrant Agency Agreement are hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement Securities during the one hundred eighty (180) days immediately following the Effective Date and by its acceptance thereof shall agree that the underlying shares Representative’s Securities shall not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of Common Stock any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Securities by any person for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued Effective Date, except as provided for in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, and the Option Closing Date an option if applicable, a warrant in the form attached hereto as Exhibit B (“Representative’s Warrant”) for the purchase of an aggregate of up to [●•] shares of Common StockShares, representing 5% of the Firm Shares, Firm Pre-Funded Warrants, Option Shares and the Option SharesPre-Funded Warrants sold on such date, for an aggregate purchase price of $US$100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A B (the “Representative’s Warrant Agreement”), ) shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price of US$[•] per share of Common Stock of $[●]Share, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of Shares during the one hundred eighty (180) days immediately following after the commencement of sales of Effective Date, and additional restrictions imposed on transferring the Public Securities issued in connection with this Offering Representative’s Warrant while the Common Shares are listed on the TSX Venture Exchange (the “TSXV”) and by its the Representative’s acceptance thereof shall agree that it that: (A) the Representative will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer, or (iii) as otherwise expressly permitted by FINRA Rule 5110(g); and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and (B) so long as the Common Shares are listed on the TSXV, the Representative shall not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, 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, to anyone other than (i) an affiliate or employee (within the meaning of policies of the TSXV) of the Representative or (ii) an Underwriter or a selected dealer in connection with the Offering or an officer or partner thereof.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●] 1,520,000 shares of Common Stock, representing 54% of the Firm Shares sum of (i) the number of shares of Common Stock contained in the Class A Units sold in this offering and (ii) the Option Sharesnumber of shares of Common Stock issuable upon conversion of the Preferred Stock contained in the Class B Units sold in this offering, for an aggregate purchase price if any, but excluding shares of $100.00Common Stock underlying the Warrants issued in this offering and shares of Common Stock (and shares of Common Stock underlying any Warrants) sold, if any, upon exercise of the underwriter’s Option. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]0.275, which is equal to 125110% of the initial public offering price of the Firm SharesClass A Units sold in this offering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof (the “Representative’s Warrant Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”) The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 54.5% of the Firm Shares and (excluding the Option Shares), for an aggregate purchase price of $100.00[●]. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on a date which is six (6) months after the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) and expiring on the date that is one hundred eighty (180) days four and one-half years after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The As additional compensation for its services hereunder, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a Common Stock Purchase Warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●] 112,538 shares of Common Stock, representing Stock (which is equal to an aggregate of 5% of the Firm Shares and sold in the Option Shares, for an aggregate purchase price of $100.00Offering other than Firm Shares to be sold to the entities listed on Schedule 4 hereto). The Representative’s Warrant AgreementWarrant, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on a date which is one (1) year after the date that is one hundred eighty (180) days after the of commencement of sales of in the Public Securities issued in connection with this Offering and expiring on the fifth (5th) five-year anniversary of the date of commencement of sales of in the Public Securities issued in connection with this Offering at an initial exercise price per share shares of Common Stock of $[●]1.8875, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the date of commencement of sales of in the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the date of commencement of sales of in the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option Date, and on each Option Closing Date, if any, a warrant or warrants (the “Representative’s WarrantWarrants”) for the to purchase of an aggregate of [●] 300,000 shares of Common Stock, representing Stock (or 345,000 shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) equal to 5% of the aggregate number of Firm Shares Securities and Option Securities sold in the Offering and issued on such Closing Date and Option SharesClosing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementas applicable, pursuant to a warrant agreement substantially in the form attached hereto as set forth in Exhibit A hereto (the “Representative’s Warrant Agreement”), . Each Representative’s Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representative’s Warrants shall be immediately exercisable, in whole or in part, beginning and will expire on the four- and one-half year anniversary of the date that is one hundred eighty (180) 180 days after from the date of commencement of sales of in the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●]2.50 per share, which is equal to 125% of the initial public offering price of the Firm SharesUnits. The Representative’s Warrant Agreement Warrants and the shares of Common Stock issuable upon exercise thereof of the Representative’s Warrants (the “Representative’s Shares”) are hereinafter referred to together as the “Representative’s Securities.” ”. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring 5110(e) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) on the transfer of the Representative’s Warrant Agreement and Securities during the underlying shares of Common Stock for a period of one hundred eighty (180) days immediately following beginning on the date of commencement of sales of in the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementSecurities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a such period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative Representatives (and/or its their designees) on the Closing Date an option Date, and on each Option Closing Date, if any, a warrant or warrants (the “Representative’s WarrantRepresentatives’ Warrants”) for the to purchase of an aggregate of [●] shares of Common Stock, representing Stock (or [●] shares of Common Stock if the Underwriters exercise the Over-allotment Option in full) equal to 5% of aggregate number of Firm Securities and Option Securities sold in the Firm Shares Offering and the issued on such Closing Date and Option SharesClosing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementas applicable, pursuant to a warrant agreement substantially in the form attached hereto as set forth in Exhibit A hereto (the “Representative’s Representatives’ Warrant Agreement”), . Each Representatives’ Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. The Representatives’ Warrants shall be exercisable, in whole or in part, beginning commencing on the date that which is one hundred eighty (180) 180 days after following the commencement of sales of the Public Securities issued in connection with this Offering Closing Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of in the Public Securities issued in connection with this Offering at an initial exercise price of $[●] per share of Common Stock of $[●]Stock, which is equal to 125% of the initial public offering price of the Firm SharesUnits. The Representative’s Warrant Agreement Representatives’ Warrants and the shares of Common Stock issuable upon exercise thereof of the Representatives’ Warrants (the “Representatives’ Shares”) are hereinafter referred to together as the “Representative’s Representatives’ Securities.” ”. The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring 5110(e) of the Representative’s Warrant Agreement and Financial Industry Regulatory Authority, Inc. (“FINRA”) on the underlying shares transfer of Common Stock for a the Representatives’ Securities during the period of one hundred eighty (180) days immediately following beginning on the date of commencement of sales of in the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementRepresentatives’ Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a such period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representatives’ Warrant Agreement.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date for an option aggregate purchase price of $100.00 one or more warrants (the “Representative’s WarrantWarrants”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5Stock (which is equal to an aggregate of 8% of the Firm Shares shares of Common Stock and the Option Shares, for an aggregate purchase price of $100.00Pre-Funded Warrants Shares included as Closing Securities sold in the Offering). The Representative’s Warrants shall be issuable pursuant to the Representative’s Warrant Agreement, Agreement in the form attached hereto as Exhibit A E (the “Representative’s Warrant Agreement”), shall be ) and exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days six months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Closing Date at an initial exercise price per share of Common Stock of $[●], which is equal to 125[●]% of the initial public offering price of the Firm Shareseach Closing Share. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree agrees that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Series B Preferred Stock, representing 52% of the Firm Shares Public Shares, and [●] warrants for the Option Sharespurchase of one share of Common Stock each, representing 2% of the Public Warrants, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one three hundred eighty sixty (180360) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price (i) per share of Common Series B Preferred Stock of $[●], which is equal to 125% 24.99 and (ii) per public warrant of the initial public offering price of the Firm Shares$0.01. The Representative’s Warrant Agreement and the shares of Common Series B Preferred Stock and warrants issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Series B Preferred Stock for a and warrants during the three hundred and sixty days (360) day period of one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one three hundred eighty and sixty (180360) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its their respective designees) on the Closing Date an option warrants (the “Representative’s WarrantRepresentatives’ Warrants”) exercisable for the purchase of an aggregate of [●] shares of Common Stock, 37,500 Ordinary Share (or 43,125 Ordinary Share if the Underwriters exercise the Over-allotment Option in full) representing 53% of the Firm Shares and aggregate number of Ordinary Share sold in the Option SharesOffering pursuant to a warrant agreement, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, substantially in the form attached hereto as Exhibit A (the “Representative’s Representatives’ Warrant Agreement”), . Each Representatives’ Warrant entitles the holder thereof to purchase the Ordinary Share at the exercise price thereof. The Representative’s Warrant shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]4.00 per share, which is equal to 125100% of the initial public offering price of the Firm Underwritten Shares. The Representative’s Warrant Agreement and the shares of Common Stock Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The ”. Each of the Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring on the transfer of the Representative’s Warrant Agreement and the underlying shares Ordinary Shares issuable upon exercise of Common Stock for a period of the Representative’s Warrant during the one hundred eighty (180) days immediately following day period commencing on the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be subject the subject of Representative’s Warrant to any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities the Representatives’ Securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide an officer or partner partner, registered person or affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsrestrictions and those in the Representative’s Warrant Agreement.

Purchase Warrants. The As additional compensation for its services hereunder, the Company hereby agrees to issue and sell to the Representative (and/or its designees) (i) on the Closing Date an option a Common Stock Purchase Warrant (a “Representative’s Warrant”) for the purchase of an aggregate of [●____] shares of Common Stock, representing 5(which is equal to an aggregate of 4% of the Firm Shares sold in the Offering and (ii) on each Option Closing Date a Representative’s Warrant for the Option Shares, for purchase of an aggregate purchase price of $100.004% of the Additional Shares sold in the Offering. The Representative’s Warrant AgreementWarrant, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”)A, shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●____], which is equal to 125110% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementWarrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of ♦ Common StockShares, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00♦. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Shares equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock Share of $[●]♦, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of Shares during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative and Chardan Capital Markets, LLC (“Chardan”) (and/or its their respective designees) on the Closing Date an option a warrant (“Representative’s Underwriters’ Warrant”) for the purchase of an aggregate of [●•] shares of Common Stock, representing 5% of the Firm Shares and (excluding the Option Shares), at an initial exercise price per share of Common Stock of $[•], which is equal to 125% of the initial public offering price per share of the Firm Shares, to be divided equally between the Representative and Chardan. In addition, the Company will issue to the Representative and Chardan (and/or their respective designees) on the Closing Date additional Underwriter’s Warrants for the purchase of an aggregate purchase of [•] shares of Common Stock, representing 6% of the Firm Shares issued and sold in the Offering to the Company’s Insiders, at an initial exercise price per share of Common Stock of $100.00[•], which is equal to the initial public offering price per share of the Firm Shares, to be divided equally between the Representative and Chardan. The Representative’s Underwriters’ Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm SharesEffective Date. The Representative’s Underwriters’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Underwriters Securities.” The Representative understands and agrees Chardan understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Underwriters’ Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Underwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or Chardan or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 312,500 shares of Common Stock, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]5.00, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, an option (the “Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Ordinary Shares representing 5% of the Firm Public Shares. The Ordinary Shares and issuable upon exercise thereof are hereinafter referred to as the Option “Representative’s Shares, for an aggregate purchase price of $100.00. .” The Representative’s Warrant Agreementand the Representative’s Shares are hereinafter referred to together as the “Representative’s Securities.” The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning during the four and one-half (4.5) period commencing on the a date that which is one hundred eighty (180) days after from the commencement of sales of the Public Securities issued securities in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise a price per share of Common Stock Ordinary Share of $[●•], which is equal to one hundred twenty five (125% %) of the initial public offering price of per Firm Share at the Firm Sharesoffering. The Representative’s Warrant Agreement will provide for registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalization) consistent with the Financial Industry Regulatory Authority, Inc (“FINRA”) Rule 5110, and further, the number of shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as underlying the “Representative’s Securities.” Warrants shall be reduced if necessary to comply with FINRA rules or regulations. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.]

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option two separate warrants (collectively, the “Representative’s WarrantFirm Warrants”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and the Option Shares), for an aggregate purchase price of $100.00. The first of the Representative’s Warrant AgreementWarrants is for the purchase of an aggregate of 3,600 shares of Series B Preferred Stock, representing 1% of the Firm Shares (the “Firm Warrants for Preferred Stock”). The second of the Representative’s Firm Warrants is for the purchase of an aggregate of 18,000 warrants each exercisable into one share of Common Stock, representing 1% of the Firm Warrants (the “Firm Warrants for Common Stock Warrants”). The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Option Closing Date two separate warrants (collectively, the “Representative’s Option Warrants,” and together with the Representative’s Firm Warrants, the “Representative’s Warrants”), for an aggregate purchase price of $100.00. The first of the Representative’s Option Warrants is for the purchase of a number of shares of Series B Preferred Stock, representing 1% of the Option Shares (the “Option Warrants for Preferred Stock”). The second of the Representative’s Option Warrants is for the purchase of warrants, each exercisable into one share of Common Stock, representing 1% of the Option Warrants (the “Option Warrants for Common Stock Warrants”). The warrant agreement for the Representatives’ Firm Warrants for Preferred Stock and the Representative’s Option Warrants for Common Stock , in the form attached hereto as Exhibit A A.1 (collectively, the “Representative’s Warrant AgreementAgreement for Series B Preferred Stock”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one three hundred eighty sixty (180360) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Series B Preferred Stock of $[●]24.95. The warrant agreement for the Representative’s Firm Warrants for Common Stock Warrants and the Representative’s Option Warrants for Common Stock Warrants, in the form attached hereto as Exhibit A.2 (collectively, the “Representative’s Warrant Agreement for Common Stock Warrants”, and together with the Representative’s Warrant Agreement for Series B Preferred Stock, the “Representative’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is equal to 125% three hundred sixty (360) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial public offering exercise price per warrant of the Firm Shares$0.01. The Representative’s Warrant Agreement Agreements and the shares of Common Series B Preferred Stock and warrants issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement Agreements and the underlying shares of Common Series B Preferred Stock for a and warrants during the three hundred and sixty days (360) day period of one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementAgreements, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one three hundred eighty and sixty (180360) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option Date, or Option Closing Date, as applicable, a warrant (the “Representative’s Warrant”) for the purchase of an aggregate a number of [●] shares of Common Stock, representing 5Stock equal to 7% of the number of the Firm Shares and the Option Shares, if any, underlying the Units issued in the Offering for an aggregate purchase price of $100.00[____]. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Closing Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Closing Date at an initial exercise price per share of Common Stock of $[●____], which is equal to 125100% of the initial public offering price of the Firm Sharesfor one Unit. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred and eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Closing Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Closing Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] 62,500 shares of Common Stock, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. In the event that the Representative exercises the Over-allotment Option, the Company agrees to issue and sell to the Representative (and/or its designees) on each Option Closing Date a Representative’s Warrant for the purchase of an aggregate number of shares of Common Stock equal to five percent (5%) of the Option Shares sold on such Option Closing Date. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]10.00, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to On the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and the Option Sharesdate hereof, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementno additional consideration, the Company shall issue to Creditor warrants substantially in the form attached hereto as at Exhibit A II, (the “Representative’s Purchase Warrants”) to purchase the number of shares of Common Stock equal to (i) $2,870,332 (the “Warrant AgreementAmount”)) multiplied by 0.83, divided by (ii) the Closing Bid Price of the Common Stock as of the date of the Initial Exchange. The exercise price for the Purchase Warrants shall be exercisableone hundred ten percent (110%) of the Closing Bid Price of the Common Stock as of the date of the Initial Exchange. In the event that the Creditor does not acquire all of the Subsequent Debt then the Company may repurchase from Creditor for $1.00 a number of the Purchase Warrants equal to 0.83 multiplied by (x) (A) the Warrant Amount less (B) any Debt (other than Debt acquired by Dominion Capital, in whole or in partLLC) that is exchanged for Exchange Shares less (C) any Existing Debt (other than Debt acquired by Dominion Capital, beginning LLC) held by Creditor on the date that is one hundred eighty (180) days after the commencement of sales Company notifies Creditor of the Public Securities issued in connection with this Offering and expiring on exercise of its repurchase option; divided by (y) the fifth (5th) year anniversary Closing Bid Price of the commencement of sales Common Stock as of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 125% date of the initial public offering price of the Firm SharesInitial Exchange. The Representative’s Warrant Agreement Company shall file with the United States Securities and Exchange Commission (the “SEC”) by no later than August 6, 2020 a new registration statement (the “Registration Statement”) covering the sale of the shares of Common Stock issuable upon underlying the exercise thereof are hereinafter referred to together as of the “Representative’s Securities.” The Representative understands Purchase Warrants by the Creditor, and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring if the Representative’s Warrant Agreement and Registration Statement is not declared effective by September 7, 2020, the underlying Company shall incur penalties of 1% of the aggregate purchase price of the shares of Common Stock for a period of one hundred eighty (180) days immediately following underlying the commencement of sales exercise of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementPurchase Warrants per month for each month, or any portion thereofpartial month, or be that the subject SEC fails to declare such Registration Statement effective, until the 12-month anniversary of any hedgingthe date of issuance of the Purchase Warrants, short provided that on such date the shares of Common Stock underlying the exercise of the Purchase Warrants are eligible for sale, derivativewithout restriction, put or call transaction that would result in under Rule 144. Penalties incurred under the effective economic disposition of such securities for a period of one hundred eighty (180Section 1(h) days immediately following shall be payable by the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees Company to the foregoing lock-up restrictionsCreditor in cash.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (the “Representative’s Warrant”) for the purchase of an aggregate of [●] 60,000 shares of Common Stock, representing 53.0% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred and eighty (180) days after the commencement of sales of the Public Securities issued in connection with this Offering Closing Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Closing Date at an initial exercise price per share of Common Stock of $[●]7.50, which is equal to 125125.0% of the initial public offering price of per share of Common Stock sold in the Firm SharesOffering. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days immediately following the Closing Date and by its acceptance thereof shall agree that the Representative’s Warrant and the underlying shares of Common Stock 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 Representative’s Warrant or the underlying shares of Common Stock by any person for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued Closing Date, except as provided for in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsFINRA Rule 5110(g)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and Option Closing Date, as applicable, an option (“Representative’s Warrant”) for the purchase of an aggregate number of [●] shares of Common Stock, Stock representing 5% of the Firm Shares and the Public Securities purchased on such Closing Date or Option SharesClosing Date, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty (180) days after immediately following the commencement of the sales of the Public Securities issued Common Stock in connection with this Offering offering and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities securities issued in connection with this Offering offering at an initial exercise price per share of Common Stock of $[●]3.75, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following the commencement of the sales of the Public Securities issued Common Stock in connection with this Offering offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of the sales of the Public Securities issued Common Stock in connection with this Offering offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, registered person or partner affiliate of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s Warrant”) for the purchase of an aggregate of [●—] shares of Common Stock, representing 52% of the Firm Shares and (excluding the Option Shares), for an aggregate purchase price of $100.00. The Representative’s Warrant Agreementagreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisableexercisable only on a “cashless” or “net-issue” basis, in whole or in part, beginning commencing on the a date that which is one hundred eighty (1801) days year after the commencement of sales of Effective Date and, subject to the Public Securities issued in connection with this Offering and terms thereof, expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share shares of Common Stock of $[●—], which is equal to 125150% of the initial public offering price per share of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of during the one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementAgreement or the underlying shares of Common Stock, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option a warrant (“Representative’s WarrantWarrants”) for the purchase of an aggregate of [●] 75,903 shares of Common Stock, representing 53% of the number of Firm Shares and Shares. The Company also agrees to issue to the Representative a Representative’s Warrant for the purchase of a number of shares of Common Stock representing 3% of the number of Option Shares, for an aggregate purchase price of $100.00if any, issued in the Offering. The agreement(s) representing the Representative’s Warrant AgreementWarrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one hundred eighty six (1806) days months after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Stock of $[●]5.1875, which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of one hundred eighty (180) during the 180 days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) 180 days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option two separate warrants (collectively, the “Representative’s WarrantWarrants”) ), for an aggregate purchase price of $100.00. The first of the Representative’s Warrants is for the purchase of an aggregate of [●] shares of Series B Preferred Stock, representing 1% of the Public Shares (the “Warrants for Preferred Stock”). The second of the Representative’s Warrants is for the purchase of an aggregate of [●] warrants each exercisable into one share of Common Stock, representing 51% of the Firm Shares and Public Warrants, (such Representative’s Warrants, the Option Shares, “Warrants for an aggregate purchase price of $100.00Common Stock Warrants”). The Representative’s Warrant Agreementwarrant agreement for the Representatives’ Warrants for Preferred Stock, in the form attached hereto as Exhibit A A.1 (the “Representative’s Warrant AgreementAgreement for Series B Preferred Stock”), shall be exercisable, in whole or in part, beginning commencing on the a date that which is one three hundred eighty sixty (180360) days after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and expiring on the fifth (5th) five-year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering Effective Date at an initial exercise price per share of Common Series B Preferred Stock of $[●]24.95. The warrant agreement for the Representative’s Warrants for Common Stock Warrants, in the form attached hereto as Exhibit A.2 (the “Representative’s Warrant Agreement for Common Stock Warrants”, together with the Representative’s Warrant Agreement for Series B Preferred Stock, the “Representative’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is equal to 125% three hundred sixty (360) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial public offering exercise price per warrant of the Firm Shares$0.01. The Representative’s Warrant Agreement Agreements and the shares of Common Series B Preferred Stock and warrants issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement Agreements and the underlying shares of Common Series B Preferred Stock for a and warrants during the three hundred and sixty days (360) day period of one hundred eighty (180) days immediately following after the commencement of sales of the Public Securities issued in connection with this Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant AgreementAgreements, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one three hundred eighty and sixty (180360) days immediately following the commencement of sales of the Public Securities issued in connection with this Offering Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares and the Option Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant Agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, beginning on the date that is one hundred eighty (1801) days year after the commencement of sales of the Public Securities issued in connection with this Offering and expiring on the fifth (5th) year anniversary of the commencement of sales of the Public Securities issued in connection with this Offering at an initial exercise price per share of Common Stock of $[●], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock for a period of one hundred eighty (180) days (with the understanding that the Representative has agreed to extend this period to one (1) year) immediately following the commencement of sales of the Public Securities issued in connection with this Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (1801) days year immediately following the commencement of sales of the Public Securities issued in connection with this Offering to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.